UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2022
Viking Energy Group, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 000-29219 |
| 98-0199508 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
15915 Katy Freeway Suite 450, Houston, Texas |
| 77094 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (281) 404-4387
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) Securities registered pursuant to Section 12(b) of the Act: None. |
Title of each class |
| Trading Symbols(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure in Item 2.01 below is incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 8, 2022, four of the wholly-owned subsidiaries of Petrodome Energy, LLC (“Petrodome”), a wholly-owned subsidiary of Viking Energy Group, Inc. (“Viking”), entered into Purchase and Sale Agreements (the “Purchase Agreements”) to sell all of their interests in the oil and gas assets owned by those Petrodome subsidiaries, including in the aggregate, interests in 8 producing wells, 8 shut-in wells, 2 salt water disposal wells and 1 inactive well, to the third parties and on the headline terms described below (collectively the “Dispositions”). On July 8, 2022, the Dispositions were completed and the purchase price in each of the Dispositions was received by each of the subsidiaries, and applied to repay CrossFirst Bank all amounts owed to it by Petrodome under the June 13, 2018, revolving line of credit loan, which loan was secured by a mortgage on all of the oil and gas leases of Petrodome and its subsidiaries, a security agreement covering all of Petrodome assets, and a guaranty by Viking.
| · | On July 8, 2022, Petrodome Napoleonville, LLC, the wholly-owned Louisiana subsidiary of Petrodome, entered into (i) a Purchase and Sale Agreement to sell 50% of its oil and gas assets to Napoleonville, L.L.C., a Delaware limited liability company, for a $37,500 purchase price, and (ii) a Purchase and Sale Agreement to sell the remaining 50% of its oil and gas assets to WPP Petro, L.L.C., a Delaware limited liability company, for a $37,500 purchase price. |
| · | On July 8, 2022, Petrodome Bloomington, LLC, the wholly-owned Texas subsidiary of Petrodome, entered into (i) a Purchase and Sale Agreement to sell 50% of its oil and gas assets to Bloomington, L.L.C., a Delaware limited liability company, for a $25,000 purchase price, and (ii) a Purchase and Sale Agreement to sell the remaining 50% of its oil and gas assets to WPP Petro, L.L.C., a Delaware limited liability company, for a $25,000 purchase price. |
| · | On July 8, 2022, Petrodome Pineville, LLC, the wholly-owned Mississippi subsidiary of Petrodome, entered into (i) a Purchase and Sale Agreement to sell 50% of its oil and gas assets to Bay Springs North, L.L.C., a Delaware limited liability company, for a $1,657,500 purchase price, and (ii) a Purchase and Sale Agreement to sell the remaining 50% of its oil and gas assets to WPP Petro, L.L.C., a Delaware limited liability company, for a $1,657,500 purchase price. |
| · | On July 8, 2022, Petrodome Louisiana Pipeline, LLC, the wholly-owned Louisiana subsidiary of Petrodome, entered into (i) a Purchase and Sale Agreement to sell 50% of its oil and gas assets to East Mud Lake, L.L.C., a Delaware limited liability company, for a $75,000 purchase price, and (ii) a Purchase and Sale Agreement to sell the remaining 50% of its oil and gas assets to WPP Petro, L.L.C., a Delaware limited liability company, for a $75,000 purchase price. |
Pursuant to the terms of each of the Purchase Agreements, the Dispositions are to be considered effective by the parties as of June 1, 2022.
The foregoing descriptions of the Purchase Agreements and the Dispositions contemplated thereby does not purport to be complete and are subject to, and qualified by, the full text of the Purchase Agreements, which are filed as Exhibits 2.1-2.8 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Pro Forma Financial Information
The unaudited pro forma financial statements of Viking giving effect to the Dispositions under the Purchase Agreements will be filed by amendment not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIKING ENERGY GROUP, INC. | |||
Date: July 14, 2022 | By: | /s/ James A. Doris | |
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| Name: James A. Doris | |
Title: Chief Executive Officer | |||
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EXHIBIT 2.1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME NAPOLEONVILLE, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and NAPOLEONVILLE, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
Article I
Purchase and Sale of Assets; Effective Time; Purchase Price
1.1. Purchase and Sale of Assets. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, fifty percent (50%) of Seller’s right, title, and interest in and to the following described properties, rights, and interests (collectively, the “Assets”):
(a) the oil, gas and condensate wells (whether producing, temporarily abandoned or permanently abandoned) described on Exhibit A (collectively, the “Wells or Well”),
(b) and all oil and gas leases and mineral interests, and any associated units, including, to the extent applicable, those specifically described in Exhibit B and including all leasehold estates, fee mineral estates, royalty interests, overriding royalty interests, net profits interests, reversionary interests, or similar interests associated therewith (collectively, the “Leases”) and all lands covered thereby or lands pooled or unitized therewith and all lands covered by such Leases and interests;
(c) all rights, benefits, privileges, obligations and interests in any pooled area or proration unit in which the Wells are included or to which the Wells are attributable, to the extent such rights, benefits, privileges, obligations and interests arise from and are associated with the Wells, including, without limitation, those derived from any declaration or order of any governmental authority (collectively, the “Units or Unit”);
(d) all permits, easements, rights-of-way, licenses, contracts, servitudes, surface leases, surface use agreements, surface fee tracts, fee surface interests and any and all other similar rights, benefits, privileges, obligations and interests used or held for use in connection with the production, separation, gathering, treatment, processing, storing, transporting, sale or disposal of Hydrocarbons therefrom (collectively, the “Permits and Easements”);
(e) all tangible personal property, above ground and downhole equipment, installations, fixtures, improvements and other appurtenances, including, without limitation, all equipment, machinery, facilities, flow lines, gathering lines, gas lines, water lines, pipelines, power lines, tubing, valves, well pads, well heads, pumps, casing, caissons, motors, platforms, tank batteries, separators, treaters, rods, tanks, improvements, towers, SCADA equipment, radios, meters, computers, spare parts, compressors, pipe, vehicles, vessels, processing equipment and facilities, compression equipment and facilities and any and all other tangible personal property as the same are located on, appurtenant to and/or used or held for use in connection with the Wells, the Units, the Leases and/or the Permits and Easements (collectively, the “Equipment”);
(f) all agreements and contracts relating to the Assets as such are legally assignable (including assignable with consent), including, without limitation, all existing and effective sales, purchase, exchange, gathering, transportation, processing and gas contracts, operating agreements, balancing agreements, farmout agreements, farmin agreements, service agreements, exploration agreements, surface leases, permits and licenses, surface use agreements, other surface rights and any other contracts, agreements and instruments as the same relate to the Assets described herein (collectively, the “Related Contracts”);
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(g) all of the oil, gas and associated hydrocarbons as the same are produced from or attributable to the Leases, Wells and/or Units, or any property pooled or unitized therewith (including, without limitation, the Units), from and after the Effective Time, including, without limitation, any oil currently in storage on the Leases and even if such oil was produced prior to the Effective Time (collectively, the “Hydrocarbons”);
(h) all records and data relating to the Assets, including, without limitation, Well records, Unit records, Lease records, division order records, title records (including abstracts of title, title opinions, title reports, runsheets, mineral ownership reports and other muniments of title), engineering records, geological and geophysical records (including, without limitation, seismic data, reserve reports and interpretations thereof), technical data, correspondence, electronic data files, maps, production records, electric logs, core data, pressure data, decline curves, appraisals and accounting records and any and all other records and data as the same relate to the Assets described herein (collectively, the “Records”), to the extent such Records are in the possession or control of Seller or any of Seller’s affiliated or subsidiary entities;
(i) all proceeds, benefits, income or revenues with respect to the Assets attributable to periods from and after the Effective Time.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed that Seller shall retain, and the Assets shall not include, any and all of the following:
(A) Seller’s corporate, financial and tax records and legal files (except abstracts of title, title opinions, runsheets, mineral ownership reports and other muniments of title), except that Seller will make available to Buyer any tax records that are necessary for Buyer’s ownership, administration or operation of the Assets, which such records may be copied at Buyer’s expense; and
(B) all proceeds, benefits, income and/or revenues with respect to the Assets attributable to periods before the Effective Time.
1.2. Effective Time. The effective time for the sale and purchase of the Assets shall be 12:01 a.m. Central time on June 1, 2022 (the “Effective Time”).
1.3. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be thirty seven thousand five hundred dollars ($37,500).
Article II
Representations and Warranties
2.1. Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant to the other that the following statements are true and accurate as to itself, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Existence. It is a legal entity duly organized, validly existing and in good standing under the laws of its state of formation, is duly qualified to carry on its business in the states where the Assets are located where such qualification is required.
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(b) Legal Power. It has the legal power and right to enter into this Agreement and each agreement contemplated hereby to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. None of the execution and delivery of this Agreement or each agreement contemplated hereby to which it is or will be a party, the performance of its obligations hereunder or thereunder, or consummation of the transactions contemplated hereby or thereby will violate or conflict with (i) any provision of its organizational documents, (ii) any agreement or instrument to which it is bound or (iii) any applicable law, statute, ordinance, rule, regulation, code, permits, judgments, orders or decrees of any governmental authority (collectively, the “Laws”).
(c) Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
(d) Validity of Obligations. This Agreement and all other transaction documents it is to execute and deliver at Closing: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) upon execution, are enforceable against it in accordance with their respective terms.
(e) No Violation of Contractual Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any provision contains in agreements customary in the oil and gas industry relating to: (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated by this Agreement. Should such violation or restriction, as the case may be, arise hereafter, not to exceed six (6) months from the Closing Date hereof, the Seller or Buyer, as the case may be, shall take definitive steps to correct such issue in a manner so as to accommodate the requirements hereof.
(f) No Violation of Other Legal Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, violate any law, rule, regulation, ordinance, judgment, decree or order to which it or the Assets or any portion thereof is subject.
(g) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it.
(h) Brokers Fees. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, it has not incurred any obligation for brokers, finders or similar fees for which any other Party hereto would be liable.
(i) No Restraining Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its actual knowledge, threatened in writing against it before any court or governmental agency that seeks substantial damages in connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or any part of the transaction contemplated by this Agreement or any other transaction documents related hereto.
2.2. Seller’s Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
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(a) Lawsuits and Claims. There is no suit, action, litigation or proceeding in which Seller is a party and has been served with respect to the Property, and there is no suit, action, litigation, or proceeding threatened against Seller with respect to the Property, or against any of the Property, in each case, in any court, arbitration venue or other dispute resolution venue or otherwise by or before any governmental authority.
(b) Compliance with Laws. To the best of the Seller’s knowledge, it has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable Laws with respect to the ownership or maintenance of the Assets.
(c) Consents and Preferential Purchase Rights. To the best of the Seller’s knowledge, there are no third party preferential purchase rights, rights of first refusal or similar rights, or third party consents to assign or similar approvals, excluding consents ordinarily obtained after Closing, that are applicable to the transfer of the Assets by Seller to Buyer.
(d) Contracts. All contracts (including Related Contracts, but excluding oil and gas leases and associated contracts as such are related to the Wells which are no longer producing, and may be abandoned or temporarily abandoned) comprising any portion of the Assets are in full force and effect, and neither Seller nor, to Seller’s knowledge, any counterparty thereto, is in breach of any of its obligations thereunder.
(e) Leases. To the best of the Seller’s knowledge, all oil, gas and mineral leases (including Leases) included within the Assets are in full force and effect according to their respective terms and provisions and all rights granted thereby are valid and subsisting, and Seller has not received any written notices or demands affecting or relating to such rights. Seller is not in default with respect to any of its obligations thereunder and, to the knowledge of Seller, no counterparty thereto is in default with respect to any of its obligations thereunder.
(f) Compliance with Laws; Permits. To the best of the Seller’s knowledge, the Assets are in compliance in all material respects with, and have been operated in compliance with all material respects with, all applicable Laws. All necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership and operation of the Assets have been obtained and maintained in full force and effect.
(g) Environmental Matters. There are no formally noted or recorded uncured violations of any environmental Laws with respect to any of the Assets and no remediation obligations upon or arising from ownership or operation of any of the Assets under any environmental Law or any contracts relating to the Assets requiring any portion of the Assets to be kept in a better, higher, or more stringent environmental condition than that required by environmental Laws.
(h) Wells. To the best of the Seller’s knowledge, during Sellers ownership hereof, all wells (including Wells) that constitute part of the Assets have been drilled, completed, and operated in compliance in all material respects with (i) the oil, gas and mineral leases (including Leases) that constitute part of the Assets and (ii) all applicable Laws.
(i) Certain Interests; Liens; Mortgages. None of the Assets are subject to any type of payout, back-in, or other reversionary interest in favor of any third party. None of the Assets are subject to any type of lien or mortgage (other than those that will be discharged in full prior to the Closing).
(j) No Default. Seller has not received any written notice of default with respect to any order, writ, injunction, or decree of any court, commission or administrative agency in connection with the ownership of the Assets or any part thereof that would adversely affect the value of the Assets or Seller’s title thereto.
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(k) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, or a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2).
(l) Tax Matters. All tax returns with respect to any of the Assets have been timely filed and are true, correct, and complete in all material respects. All taxes (including, but not limited to, all ad valorem, property, production, severance, excise and other taxes and assessments (collectively, “Taxes”) with respect to any of the Assets (whether or not shown due on such tax returns) have been timely paid in full. There are no liens for Taxes (other than Taxes not yet due and payable) affecting any portion of the Assets. Seller has not received written notice of any pending claim against it (which remains outstanding) from any applicable governmental authority for assessment of Taxes with respect to any of the Assets, and, to Seller’s knowledge, no such claim has been threatened. To Seller’s knowledge, no written claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding any of the Assets. To Seller’s knowledge, no audit, administrative, judicial, or other proceeding with respect to Taxes with respect to any of the Assets has been commenced or is presently pending. None of Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
2.3 Buyer’s Representations and Warranties. By its execution of this Agreement, each entity comprising Buyer, as to such Buyer entity severally and not jointly or jointly and severally, represents and warrants to Seller that the following statements are true and accurate, as to itself in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Securities Laws. Buyer is acquiring the Assets for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules, or regulations.
2.4 Disclaimers.
(a) Use and Fitness. As to the Assets, except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any and all other use and fitness representation and warranties, express, implied, statutory, or otherwise. Buyer agrees that the Assets are being conveyed to Seller, and Seller accepts same, in its “AS IS”, “WHERE IS” condition, with all faults, except for the express representations and warranties contained herein or in any transaction document related hereto, including the special warranty of title contained in Section 3.1 (a) below and in the Conveyance. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any representation or warranty, whether express, implied, under common law, by statute or otherwise, or to the title or condition of the Assets. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller also expressly disclaims and negates any implied or express warranty at common law, by statute or otherwise relating to the accuracy of any information furnished with respect to the existence or extent of reserves or the value of the Assets based thereon or the condition or state of repair of the Assets.
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(b) Prior Use and Condition. Buyer acknowledges that the Assets have been utilized for the purpose of exploration, development, and production of oil and gas. Buyer also acknowledges that crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released, or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the ground around the Wells. In addition, Buyer acknowledges that some oilfield production equipment may contain naturally-occurring radioactive material (hereinafter referred to as “NORM”). Buyer acknowledges and agrees that, prior to the Effective Date of this Agreement, Buyer has been given adequate and timely access to and has access to the Assets, Seller’s records relating to the Assets, and public records regarding the Assets. Buyer hereby agrees to accept responsibility and liability for the past, present, and future condition of the Assets as the same relates to NORM.
(c) Environmental Condition. Without limiting the express representations and warranties contained herein or in any transaction document related hereto, Buyer acknowledges that it has been given sufficient opportunity to conduct its own environmental assessment of the Assets and satisfied itself with the environmental condition of the Assets.
Article III
Closing
3.1. Closing. Closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated and closed on or before August 1, 2022, or on such other date as the Parties may mutually agree in writing, and shall be consummated remotely by the execution and delivery of closing deliverables via e-mail with originals to follow immediately upon the request of any Party. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Closing, the following events shall occur, each being a condition precedent to the other and each being deemed to occur simultaneously:
(a) Conveyance. Seller and Buyer shall each execute, acknowledge and deliver to one another (i) an Assignment, Conveyance and Bill of Sale dated effective for all purposes as of the Effective Time, substantially in the form attached hereto as Exhibit C (the “Conveyance”), conveying the Assets to Buyer with special warranty of title by, through or under Seller, and (ii) such other assignments, bills of sale, certificates of title, deeds, or other instruments necessary to transfer the Assets to Buyer, in each case, dated effective for all purposes as of the Effective Time. After Closing, Buyer shall be responsible for filing and recording (at Buyer’s sole cost) the original fully executed and acknowledged Conveyance and any other instruments that must be filed and recorded to effectuate the transfer of the Assets.
(b) Release Instruments. Seller shall execute, acknowledge (if necessary) and deliver, or have executed, acknowledged (if necessary) and delivered, to Buyer recordable releases of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under Seller, but not otherwise, burdening the Assets or any portion thereof in a customary form reasonably acceptable to Buyer.
(c) Purchase Price. Buyer shall deliver to Seller the Purchase Price by wire transfer to an account designated in writing by Seller.
(d) Records. Seller shall deliver to Buyer the Records, to the extent such Records are in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller.
3.2. Seller’s Closing Conditions. The obligations of Seller to consummate the transactions contemplated hereby are subject, at the option of Seller, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Buyer at its sole election):
(a) Representations. The representations and warranties of Buyer shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
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(b) Performance. Buyer shall have performed all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Buyer in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
(d) Change of Operatorship. Operatorship of the Wells shall have been transferred from Petrodome Operating, LLC to an operator designated by the Buyer and acknowledged by the State.
3.3. Buyer’s Closing Conditions. The obligations of Buyer to consummate the transactions contemplated hereby are subject, at the option of Buyer, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Seller at its sole election):
(a) Representations. The representations and warranties of Seller shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
(b) Performance. Seller shall have performed all obligations, covenants, and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Seller in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
3.4. Certain Additional Covenants.
(a) Best Efforts to Consummate Transactions. Each Party agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the transactions as contemplated by this Agreement.
(b) Further Assurances. After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute, acknowledge (where appropriate), and deliver, or shall cause to be executed, acknowledged (where appropriate) and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to effectuate the transactions and agreements contemplated by this Agreement. Without limiting the foregoing, if any of the Assets are incorrectly or incompletely described herein or in the Assignment, the Parties shall work together in good faith to correct such incorrect or incomplete description.
(c) Records, Contracts and Files. Within five (5) business days after the Closing, all original or legible copies of the Records (including lease records, land records, existing contract, well files, well logs, core analyses, drilling records, and all other pertinent materials) pertaining to the Assets in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller shall be delivered to Buyer.
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(d) Notices after Closing. Seller shall promptly notify Buyer of its receipt after the Closing Date of any instrument(s), notification(s), or other document(s) affecting the Assets and shall promptly provide Buyer with a copy of such notice.
(e) Revenue of Other Party. If either Party receives revenues that belong to the other Party pursuant to this Agreement, then the Party receiving such revenues agrees to remit those revenues in immediately available funds to the other Party promptly, but in any event no later than the fifteenth (15th) day of the month following any month such revenues are received.
(f) Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Article IV
Apportionment of Liabilities; Indemnity Obligations
4.1. Apportionment of Liabilities.
(a) Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Wells, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
(b) Assumed Obligations. Without limiting the previous sentence in any way, from and after the Effective Time, Buyer will assume responsibility for (i) all obligations and liabilities related to the ownership, use or operation of the Assets that are attributable to periods from and after the Effective Time (collectively, the “Assumed Obligations”), and (ii) the Environmental Liabilities.
4.2. Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations.
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4.3. Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
4.4. Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER, AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY CAUSES, IN WHOLE OR IN PART, AN INDEMNIFIED CLAIM, INCLUDING, WITHOUT LIMITATION, INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY’S SOLE OR CONCURRENT NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR FAULT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING STATEMENT IS CONSPICUOUS, AFFORDS FAIR AND ADEQUATE NOTICE AND COMPLIES WITH THE EXPRESS NEGLIGENCE RULE.
4.5. Specific Performance. Without imitating any other remedies that may be available, each Party shall be entitled to specific performance of the other Party’s obligations under this Agreement
4.6. Notification. Within thirty (30) days after a third party has notified a Party in writing of a claim for which such Party (the “Indemnified Party”) is entitled to indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party so notified will notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of such claim at its own expense with counsel of its choosing, and the Indemnified Party will reasonably cooperate to make available all pertinent information under its control or in its possession. The Indemnified Party has the right to join in the defense of any such claim with counsel of its own choosing and at its own expense. Notwithstanding the notice requirement provided in this section, the right to indemnification under this Agreement shall not be affected by any failure to give or any delay in giving such notice unless, and then only to the extent that, the Indemnifying Party’s rights and remedies have been actually materially prejudiced as a result of such failure or delay
Article V
Termination
5.1. Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:
(a) by Seller, at Seller’s option, if any of the conditions set forth in Article 3.2 have not been satisfied on or before the Closing Date;
(b) by Buyer, at Buyer’s option, if any of the conditions set forth in Article 3.3 have not been satisfied on or before the Closing Date;
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(c) by the mutual written consent of the Parties; or
(d) by Seller or Buyer if the Closing shall not have occurred on or before August 1, 2022;
provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (a), or (b) above if such Party is at such time in material breach of any provision of this Agreement. If this Agreement is terminated by a Party because of the breach of this Agreement by the counter Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the failure of the other Party to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired. If the obligation to close the transactions contemplated hereby is terminated pursuant to any provision of this section, then this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a Party of any of its covenants or agreements hereunder.
Article VI
Miscellaneous
6.1. Subrogation of Warranties and Indemnities. To the extent transferable (including transferable with consent), Seller will assign and grant to Buyer, its successors and assigns (and Seller will execute any documentation reasonably necessary to effect such assignment and grant), the full power and right of substitution and subrogation in and to and all covenants and warranties (including, without limitation, warranties of title) and in and to all rights to indemnification (including, without limitation, environmental, injury to property or persons (including, without limitation, death and disability)) given or made with respect to the Assets or any part thereof by preceding owners, vendors, contractors or others
6.2. Notices. All notices and other communications required, permitted, or desired to be given hereunder must be in writing and sent by (a) registered or certified U.S. mail (return receipt requested), properly addressed as shown herein below, and with all postage or charges fully prepaid, (b) by hand delivery, (c) by facsimile transmission, or (d) by electronic mail transmission. Date of service by mail, hand delivery, facsimile or electronic mail is the date on which such notice or other communication is actually received by the addressee.
If to Seller: If to Buyer: Petrodome Napoleonville, LLC Attn: James Doris, Chairman 15915 Katy Freeway, Suite 450 Houston, TX 77094 Phone: 281-404-4387 Email: jdoris@vikingenergygroup.com NAPOLEONVILLE, L.L.C. Attn: Houdit Makabeh, Secretary P.O.Box 835, Pinehurst, TX 77362 Phone: Email:
Each Party may change its address by notifying the other Parties in writing.
6.3 Exhibits; Entire Agreement; Amendments. The exhibits identified in this Agreement are incorporated herein by reference and made a part hereof for all purposes. This Agreement (together with all other agreements and instruments contemplated hereby to which the Parties are or will be a party) contains the entire agreement between the Parties with respect to the transaction covered hereby and thereby and supersedes all prior agreements between the Parties, oral or written, relating to the subject matter of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives of all Parties.
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6.4 Binding Effect. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties, and conditions of this Agreement shall be enforceable by the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement (or any of its rights or obligations hereunder) to any other person or entity without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
6.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, then it shall be deemed deleted and the remainder of this Agreement shall continue in full force and effect.
6.6 Interpretation. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. In the event an ambiguity or question of intent or interpretation arises, this Agreement and such ancillary agreements shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or such ancillary agreement. The words “include,” “includes” or “including” (or any other tense or variation of the word “include”) in this Agreement shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms contained in this Agreement are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. References herein to the “knowledge” of a Party, shall mean the knowledge of such Party and any of its officers or management level personnel, as a prudent business person, could have obtained after making reasonable inquiry with respect to the particular matter in question, including reasonable inquiry of any other appropriate employees and contractors of such Party.
6.7 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to any provision thereof that would result in the application of the laws of another jurisdiction.
6.8 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY(IES) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY(IES) HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT SHALL BE EXCLUSIVELY LITIGATED IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
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6.9 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
6.10 Survival. All of the representations and warranties included or provided for in this Agreement or any transaction documents related hereto shall survive Closing for the full applicable statute of limitations. All of the covenants and agreements that are to be performed on or prior to the Closing Date shall terminate as of the Closing Date. Unless expressly stated herein to the contrary, all of the covenants, agreements and indemnities that are to be performed from and after the Closing Date and the special warranty of title contained in the Conveyance shall survive without time limit
6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which when taken together shall constitute but one and the same instrument. Signatures exchanged by fax or pdf signatures shall be considered binding.
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
SELLER: | |||
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| PETRODOME NAPOLEONVILLE, LLC |
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By: | /s/ James A. Doris | ||
| Printed Name: | James A. Doris | |
Title: | Chairman | ||
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
BUYER: | |||
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| NAPOLEONVILLE, L.L.C. |
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By: | /s/ Houdit Makabeh | ||
| Printed Name: | Houdit Makabeh | |
Title: | Secretary | ||
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Exhibit “A”
Wells
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Assumption Parish, Louisiana
Well Name | Well Type | API Number | State Well ID Number | Status | WI | NRI |
Hensarling #1 | oil | 17-00-720522 | 13276 | producing | 0.24680908 | 0.18277065 |
Noelie Templet SWD | SWD | 17-00-720528 | 13140 | SWD | 0.24680908 |
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Exhibit “B”
Leases
LEASES
All Oil & Gas Leases and any renewal or extension thereof.
LOUISIANA PETRODOME NAPOLEONVILLE, LLC Assumption Parish, Louisiana LESSOR LESSEE EFFECTIVE DATE BOOK PAGE ENTRY NO. Alden Charlet, et al Angelle & Donohue Oil & Gas Proper 11/27/2011 271 307 228041 Co-Lessor’s Agreement Angelle & Donohue Oil & Gas Proper 11/27/2011 271 307 235729 Louise Lasseigne Stevens, et al Waterloo Oil & Gas, L.L.C. 6/25/2010 308 353 243600 Percy LeBlanc, et al Angelle & Donohue Oil & Gas Proper 7/10/2011 316 579 247136 Roseanne Savoy Shirley, et al Waterloo Oil & Gas, L.L.C. 7/1/2010 308 477 243653 Emmet J. Simoneaux , Jr. Angelle & Donohue Oil & Gas Proper 4/27/2011 309 300 244023 Nancy Simoneaux Alexander Angelle & Donohue Oil & Gas Proper 4/20/2011 309 308 244024 Diane Simoneaux Truxillo Angelle & Donohue Oil & Gas Proper 4/20/2011 309 315 244025 Ross Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 322 244026 Herman Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 329 244027 Martha Simoneaux Smith Angelle & Donohue Oil & Gas Proper 4/20/2011 309 336 244028 Wallace Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 343 244029 Curtis Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 350 244030 Murry F. Landry, III, et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 357 244031 Alfred Paul LeBlanc, Jr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 365 244032 Noelie Simoneaux Templet Angelle & Donohue Oil & Gas Proper 4/26/2011 309 373 244033 Carolyn Simoneaux Blanchard Angelle & Donohue Oil & Gas Proper 4/20/2011 309 380 244034 Kenneth D. Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 387 244035 Huey P. Simoneaux, Sr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 394 244036 Huey P. Simoneaux, Sr. Angelle & Donohue Oil & Gas Proper 4/20/2011 309 403 244037 Huey P. Simoneaux, Sr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 410 244038 Paul J. Rousseau, et ux Angelle & Donohue Oil & Gas Proper 5/9/2011 309 419 244039 Huey Simoneaux, et ux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 426 244040 Theresa Landry Hensarling Angelle & Donohue Oil & Gas Proper 4/15/2011 309 433 244041 Wayne Joseph Barrilleaux, et al Angelle & Donohue Oil & Gas Proper 4/20/2011 310 686 244754 Huey P. Simoneaux, Sr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 310 701 244756 Wayne Joseph Barrilleaux, et al Angelle & Donohue Oil & Gas Proper 4/20/2011 310 710 244757 Alden P. Charlet, et al Angelle & Donohue Oil & Gas, Inc. 11/27/2011 311 165 245158 John P. Rose, et ux Angelle & Donohue Oil & Gas Proper 11/30/2011 311 210 245159 Todd Lambert Angelle & Donohue Oil & Gas Proper 11/30/2011 311 248 245161 Wayne Joseph Barrilleaux, et al Angelle & Donohue Oil & Gas Proper 5/20/2011 311 217 245160 Leroy J. LeBlanc, et al Angelle & Donohue Oil & Gas Proper 5/26/2011 311 620 245366 David L. Bouquet Angelle & Donohue Oil & Gas Proper 5/20/2011 311 665 245367 Roland J. Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 862 245454 Roland J. Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 869 245455 David J. Templet, et al Angelle & Donohue Oil & Gas Proper 9/16/2011 311 876 245456 Charlotte D. Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 884 245457 Barry J. Bates, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 891 245458 David J. Templet, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 898 245459 Huey P. Simoneaux, Jr., et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 905 245460 Noelie Simoneaux Templet Angelle & Donohue Oil & Gas Proper 9/16/2011 311 912 245461 Wallace Simoneaux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 919 245462 Rene P Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 312 15 245475 Glenn Joseph Simoneaux, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 312 78 245484 Boyd, Bobby J. et ux Angelle & Donohue Oil & Gas Proper 5/3/2013 326 576 250942 Tracy Scioneaux Gaude Angelle & Donohue Oil & Gas, Inc. 3/2/2014 327 436 251300 Dell Scioneaux Angelle & Donohue Oil & Gas Proper 3/2/2014 327 443 251301
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Exhibit “C”
Assignment & Bill of Sale
(see attached)
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Signature Page to Purchase and Sale Agreement |
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EXHIBIT 2.2
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME NAPOLEONVILLE, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and WPP PETRO, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
Article I
Purchase and Sale of Assets; Effective Time; Purchase Price
1.1. Purchase and Sale of Assets. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, fifty percent (50%) of Seller’s right, title, and interest in and to the following described properties, rights, and interests (collectively, the “Assets”):
(a) the oil, gas and condensate wells (whether producing, temporarily abandoned or permanently abandoned) described on Exhibit A (collectively, the “Wells or Well”),
(b) and all oil and gas leases and mineral interests, and any associated units, including, to the extent applicable, those specifically described in Exhibit B and including all leasehold estates, fee mineral estates, royalty interests, overriding royalty interests, net profits interests, reversionary interests, or similar interests associated therewith (collectively, the “Leases”) and all lands covered thereby or lands pooled or unitized therewith and all lands covered by such Leases and interests;
(c) all rights, benefits, privileges, obligations and interests in any pooled area or proration unit in which the Wells are included or to which the Wells are attributable, to the extent such rights, benefits, privileges, obligations and interests arise from and are associated with the Wells, including, without limitation, those derived from any declaration or order of any governmental authority (collectively, the “Units or Unit”);
(d) all permits, easements, rights-of-way, licenses, contracts, servitudes, surface leases, surface use agreements, surface fee tracts, fee surface interests and any and all other similar rights, benefits, privileges, obligations and interests used or held for use in connection with the production, separation, gathering, treatment, processing, storing, transporting, sale or disposal of Hydrocarbons therefrom (collectively, the “Permits and Easements”);
(e) all tangible personal property, above ground and downhole equipment, installations, fixtures, improvements and other appurtenances, including, without limitation, all equipment, machinery, facilities, flow lines, gathering lines, gas lines, water lines, pipelines, power lines, tubing, valves, well pads, well heads, pumps, casing, caissons, motors, platforms, tank batteries, separators, treaters, rods, tanks, improvements, towers, SCADA equipment, radios, meters, computers, spare parts, compressors, pipe, vehicles, vessels, processing equipment and facilities, compression equipment and facilities and any and all other tangible personal property as the same are located on, appurtenant to and/or used or held for use in connection with the Wells, the Units, the Leases and/or the Permits and Easements (collectively, the “Equipment”);
(f) all agreements and contracts relating to the Assets as such are legally assignable (including assignable with consent), including, without limitation, all existing and effective sales, purchase, exchange, gathering, transportation, processing and gas contracts, operating agreements, balancing agreements, farmout agreements, farmin agreements, service agreements, exploration agreements, surface leases, permits and licenses, surface use agreements, other surface rights and any other contracts, agreements and instruments as the same relate to the Assets described herein (collectively, the “Related Contracts”);
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(g) all of the oil, gas and associated hydrocarbons as the same are produced from or attributable to the Leases, Wells and/or Units, or any property pooled or unitized therewith (including, without limitation, the Units), from and after the Effective Time, including, without limitation, any oil currently in storage on the Leases and even if such oil was produced prior to the Effective Time (collectively, the “Hydrocarbons”);
(h) all records and data relating to the Assets, including, without limitation, Well records, Unit records, Lease records, division order records, title records (including abstracts of title, title opinions, title reports, runsheets, mineral ownership reports and other muniments of title), engineering records, geological and geophysical records (including, without limitation, seismic data, reserve reports and interpretations thereof), technical data, correspondence, electronic data files, maps, production records, electric logs, core data, pressure data, decline curves, appraisals and accounting records and any and all other records and data as the same relate to the Assets described herein (collectively, the “Records”), to the extent such Records are in the possession or control of Seller or any of Seller’s affiliated or subsidiary entities;
(i) all proceeds, benefits, income or revenues with respect to the Assets attributable to periods from and after the Effective Time.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed that Seller shall retain, and the Assets shall not include, any and all of the following:
(A) Seller’s corporate, financial and tax records and legal files (except abstracts of title, title opinions, runsheets, mineral ownership reports and other muniments of title), except that Seller will make available to Buyer any tax records that are necessary for Buyer’s ownership, administration or operation of the Assets, which such records may be copied at Buyer’s expense; and
(B) all proceeds, benefits, income and/or revenues with respect to the Assets attributable to periods before the Effective Time.
1.2.Effective Time. The effective time for the sale and purchase of the Assets shall be 12:01 a.m. Central time on June 1, 2022 (the “Effective Time”).
1.3. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be thirty seven thousand five hundred dollars ($37,500).
Article II
Representations and Warranties
2.1. Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant to the other that the following statements are true and accurate as to itself, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Existence. It is a legal entity duly organized, validly existing and in good standing under the laws of its state of formation, is duly qualified to carry on its business in the states where the Assets are located where such qualification is required.
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(b) Legal Power. It has the legal power and right to enter into this Agreement and each agreement contemplated hereby to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. None of the execution and delivery of this Agreement or each agreement contemplated hereby to which it is or will be a party, the performance of its obligations hereunder or thereunder, or consummation of the transactions contemplated hereby or thereby will violate or conflict with (i) any provision of its organizational documents, (ii) any agreement or instrument to which it is bound or (iii) any applicable law, statute, ordinance, rule, regulation, code, permits, judgments, orders or decrees of any governmental authority (collectively, the “Laws”).
(c) Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
(d) Validity of Obligations. This Agreement and all other transaction documents it is to execute and deliver at Closing: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) upon execution, are enforceable against it in accordance with their respective terms.
(e) No Violation of Contractual Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any provision contains in agreements customary in the oil and gas industry relating to: (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated by this Agreement. Should such violation or restriction, as the case may be, arise hereafter, not to exceed six (6) months from the Closing Date hereof, the Seller or Buyer, as the case may be, shall take definitive steps to correct such issue in a manner so as to accommodate the requirements hereof.
(f) No Violation of Other Legal Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, violate any law, rule, regulation, ordinance, judgment, decree or order to which it or the Assets or any portion thereof is subject.
(g) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it.
(h) Brokers Fees. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, it has not incurred any obligation for brokers, finders or similar fees for which any other Party hereto would be liable.
(i) No Restraining Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its actual knowledge, threatened in writing against it before any court or governmental agency that seeks substantial damages in connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or any part of the transaction contemplated by this Agreement or any other transaction documents related hereto.
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2.2. Seller’s Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Lawsuits and Claims. There is no suit, action, litigation or proceeding in which Seller is a party and has been served with respect to the Property, and there is no suit, action, litigation, or proceeding threatened against Seller with respect to the Property, or against any of the Property, in each case, in any court, arbitration venue or other dispute resolution venue or otherwise by or before any governmental authority.
(b) Compliance with Laws. To the best of the Seller’s knowledge, it has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable Laws with respect to the ownership or maintenance of the Assets.
(c) Consents and Preferential Purchase Rights. To the best of the Seller’s knowledge, there are no third party preferential purchase rights, rights of first refusal or similar rights, or third party consents to assign or similar approvals, excluding consents ordinarily obtained after Closing, that are applicable to the transfer of the Assets by Seller to Buyer.
(d) Contracts. All contracts (including Related Contracts, but excluding oil and gas leases and associated contracts as such are related to the Wells which are no longer producing, and may be abandoned or temporarily abandoned) comprising any portion of the Assets are in full force and effect, and neither Seller nor, to Seller’s knowledge, any counterparty thereto, is in breach of any of its obligations thereunder.
(e) Leases. To the best of the Seller’s knowledge, all oil, gas and mineral leases (including Leases) included within the Assets are in full force and effect according to their respective terms and provisions and all rights granted thereby are valid and subsisting, and Seller has not received any written notices or demands affecting or relating to such rights. Seller is not in default with respect to any of its obligations thereunder and, to the knowledge of Seller, no counterparty thereto is in default with respect to any of its obligations thereunder.
(f) Compliance with Laws; Permits. To the best of the Seller’s knowledge, the Assets are in compliance in all material respects with, and have been operated in compliance with all material respects with, all applicable Laws. All necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership and operation of the Assets have been obtained and maintained in full force and effect.
(g) Environmental Matters. There are no formally noted or recorded uncured violations of any environmental Laws with respect to any of the Assets and no remediation obligations upon or arising from ownership or operation of any of the Assets under any environmental Law or any contracts relating to the Assets requiring any portion of the Assets to be kept in a better, higher, or more stringent environmental condition than that required by environmental Laws.
(h) Wells. To the best of the Seller’s knowledge, during Sellers ownership hereof, all wells (including Wells) that constitute part of the Assets have been drilled, completed, and operated in compliance in all material respects with (i) the oil, gas and mineral leases (including Leases) that constitute part of the Assets and (ii) all applicable Laws.
(i) Certain Interests; Liens; Mortgages. None of the Assets are subject to any type of payout, back-in, or other reversionary interest in favor of any third party. None of the Assets are subject to any type of lien or mortgage (other than those that will be discharged in full prior to the Closing).
(j) No Default. Seller has not received any written notice of default with respect to any order, writ, injunction, or decree of any court, commission or administrative agency in connection with the ownership of the Assets or any part thereof that would adversely affect the value of the Assets or Seller’s title thereto.
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(k) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, or a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2).
(l) Tax Matters. All tax returns with respect to any of the Assets have been timely filed and are true, correct, and complete in all material respects. All taxes (including, but not limited to, all ad valorem, property, production, severance, excise and other taxes and assessments (collectively, “Taxes”) with respect to any of the Assets (whether or not shown due on such tax returns) have been timely paid in full. There are no liens for Taxes (other than Taxes not yet due and payable) affecting any portion of the Assets. Seller has not received written notice of any pending claim against it (which remains outstanding) from any applicable governmental authority for assessment of Taxes with respect to any of the Assets, and, to Seller’s knowledge, no such claim has been threatened. To Seller’s knowledge, no written claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding any of the Assets. To Seller’s knowledge, no audit, administrative, judicial, or other proceeding with respect to Taxes with respect to any of the Assets has been commenced or is presently pending. None of Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
2.3 Buyer’s Representations and Warranties. By its execution of this Agreement, each entity comprising Buyer, as to such Buyer entity severally and not jointly or jointly and severally, represents and warrants to Seller that the following statements are true and accurate, as to itself in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Securities Laws. Buyer is acquiring the Assets for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules, or regulations.
2.4 Disclaimers.
(a) Use and Fitness. As to the Assets, except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any and all other use and fitness representation and warranties, express, implied, statutory, or otherwise. Buyer agrees that the Assets are being conveyed to Seller, and Seller accepts same, in its “AS IS”, “WHERE IS” condition, with all faults, except for the express representations and warranties contained herein or in any transaction document related hereto, including the special warranty of title contained in Section 3.1 (a) below and in the Conveyance. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any representation or warranty, whether express, implied, under common law, by statute or otherwise, or to the title or condition of the Assets. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller also expressly disclaims and negates any implied or express warranty at common law, by statute or otherwise relating to the accuracy of any information furnished with respect to the existence or extent of reserves or the value of the Assets based thereon or the condition or state of repair of the Assets.
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(b) Prior Use and Condition. Buyer acknowledges that the Assets have been utilized for the purpose of exploration, development, and production of oil and gas. Buyer also acknowledges that crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released, or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the ground around the Wells. In addition, Buyer acknowledges that some oilfield production equipment may contain naturally-occurring radioactive material (hereinafter referred to as “NORM”). Buyer acknowledges and agrees that, prior to the Effective Date of this Agreement, Buyer has been given adequate and timely access to and has access to the Assets, Seller’s records relating to the Assets, and public records regarding the Assets. Buyer hereby agrees to accept responsibility and liability for the past, present, and future condition of the Assets as the same relates to NORM.
(c) Environmental Condition. Without limiting the express representations and warranties contained herein or in any transaction document related hereto, Buyer acknowledges that it has been given sufficient opportunity to conduct its own environmental assessment of the Assets and satisfied itself with the environmental condition of the Assets.
Article III
Closing
3.1. Closing. Closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated and closed on or before August 1, 2022, or on such other date as the Parties may mutually agree in writing, and shall be consummated remotely by the execution and delivery of closing deliverables via e-mail with originals to follow immediately upon the request of any Party. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Closing, the following events shall occur, each being a condition precedent to the other and each being deemed to occur simultaneously:
(a) Conveyance. Seller and Buyer shall each execute, acknowledge and deliver to one another (i) an Assignment, Conveyance and Bill of Sale dated effective for all purposes as of the Effective Time, substantially in the form attached hereto as Exhibit C (the “Conveyance”), conveying the Assets to Buyer with special warranty of title by, through or under Seller, and (ii) such other assignments, bills of sale, certificates of title, deeds, or other instruments necessary to transfer the Assets to Buyer, in each case, dated effective for all purposes as of the Effective Time. After Closing, Buyer shall be responsible for filing and recording (at Buyer’s sole cost) the original fully executed and acknowledged Conveyance and any other instruments that must be filed and recorded to effectuate the transfer of the Assets.
(b) Release Instruments. Seller shall execute, acknowledge (if necessary) and deliver, or have executed, acknowledged (if necessary) and delivered, to Buyer recordable releases of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under Seller, but not otherwise, burdening the Assets or any portion thereof in a customary form reasonably acceptable to Buyer.
(c) Purchase Price. Buyer shall deliver to Seller the Purchase Price by wire transfer to an account designated in writing by Seller.
(d) Records. Seller shall deliver to Buyer the Records, to the extent such Records are in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller.
3.2. Seller’s Closing Conditions. The obligations of Seller to consummate the transactions contemplated hereby are subject, at the option of Seller, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Buyer at its sole election):
(a) Representations. The representations and warranties of Buyer shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
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(b) Performance. Buyer shall have performed all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Buyer in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
(d) Change of Operatorship. Operatorship of the Wells shall have been transferred from Petrodome Operating, LLC to an operator designated by the Buyer and acknowledged by the State.
3.3. Buyer’s Closing Conditions. The obligations of Buyer to consummate the transactions contemplated hereby are subject, at the option of Buyer, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Seller at its sole election):
(a) Representations. The representations and warranties of Seller shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
(b) Performance. Seller shall have performed all obligations, covenants, and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Seller in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
3.4. Certain Additional Covenants.
(a) Best Efforts to Consummate Transactions. Each Party agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the transactions as contemplated by this Agreement.
(b) Further Assurances. After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute, acknowledge (where appropriate), and deliver, or shall cause to be executed, acknowledged (where appropriate) and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to effectuate the transactions and agreements contemplated by this Agreement. Without limiting the foregoing, if any of the Assets are incorrectly or incompletely described herein or in the Assignment, the Parties shall work together in good faith to correct such incorrect or incomplete description.
(c) Records, Contracts and Files. Within five (5) business days after the Closing, all original or legible copies of the Records (including lease records, land records, existing contract, well files, well logs, core analyses, drilling records, and all other pertinent materials) pertaining to the Assets in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller shall be delivered to Buyer.
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(d) Notices after Closing. Seller shall promptly notify Buyer of its receipt after the Closing Date of any instrument(s), notification(s), or other document(s) affecting the Assets and shall promptly provide Buyer with a copy of such notice.
(e) Revenue of Other Party. If either Party receives revenues that belong to the other Party pursuant to this Agreement, then the Party receiving such revenues agrees to remit those revenues in immediately available funds to the other Party promptly, but in any event no later than the fifteenth (15th) day of the month following any month such revenues are received.
(f) Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Article IV
Apportionment of Liabilities; Indemnity Obligations
4.1. Apportionment of Liabilities.
(a) Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Wells, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
(b) Assumed Obligations. Without limiting the previous sentence in any way, from and after the Effective Time, Buyer will assume responsibility for (i) all obligations and liabilities related to the ownership, use or operation of the Assets that are attributable to periods from and after the Effective Time (collectively, the “Assumed Obligations”), and (ii) the Environmental Liabilities.
4.2. Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations.
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4.3. Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
4.4. Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER, AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY CAUSES, IN WHOLE OR IN PART, AN INDEMNIFIED CLAIM, INCLUDING, WITHOUT LIMITATION, INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY’S SOLE OR CONCURRENT NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR FAULT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING STATEMENT IS CONSPICUOUS, AFFORDS FAIR AND ADEQUATE NOTICE AND COMPLIES WITH THE EXPRESS NEGLIGENCE RULE.
4.5. Specific Performance. Without imitating any other remedies that may be available, each Party shall be entitled to specific performance of the other Party’s obligations under this Agreement
4.6. Notification. Within thirty (30) days after a third party has notified a Party in writing of a claim for which such Party (the “Indemnified Party”) is entitled to indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party so notified will notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of such claim at its own expense with counsel of its choosing, and the Indemnified Party will reasonably cooperate to make available all pertinent information under its control or in its possession. The Indemnified Party has the right to join in the defense of any such claim with counsel of its own choosing and at its own expense. Notwithstanding the notice requirement provided in this section, the right to indemnification under this Agreement shall not be affected by any failure to give or any delay in giving such notice unless, and then only to the extent that, the Indemnifying Party’s rights and remedies have been actually materially prejudiced as a result of such failure or delay
Article V
Termination
5.1. Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:
(a) by Seller, at Seller’s option, if any of the conditions set forth in Article 3.2 have not been satisfied on or before the Closing Date;
(b) by Buyer, at Buyer’s option, if any of the conditions set forth in Article 3.3 have not been satisfied on or before the Closing Date;
(c) by the mutual written consent of the Parties; or
(d) by Seller or Buyer if the Closing shall not have occurred on or before August 1, 2022;
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provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (a), or (b) above if such Party is at such time in material breach of any provision of this Agreement. If this Agreement is terminated by a Party because of the breach of this Agreement by the counter Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the failure of the other Party to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired. If the obligation to close the transactions contemplated hereby is terminated pursuant to any provision of this section, then this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a Party of any of its covenants or agreements hereunder.
Article VI
Miscellaneous
6.1. Subrogation of Warranties and Indemnities. To the extent transferable (including transferable with consent), Seller will assign and grant to Buyer, its successors and assigns (and Seller will execute any documentation reasonably necessary to effect such assignment and grant), the full power and right of substitution and subrogation in and to and all covenants and warranties (including, without limitation, warranties of title) and in and to all rights to indemnification (including, without limitation, environmental, injury to property or persons (including, without limitation, death and disability)) given or made with respect to the Assets or any part thereof by preceding owners, vendors, contractors or others
6.2. Notices. All notices and other communications required, permitted, or desired to be given hereunder must be in writing and sent by (a) registered or certified U.S. mail (return receipt requested), properly addressed as shown herein below, and with all postage or charges fully prepaid, (b) by hand delivery, (c) by facsimile transmission, or (d) by electronic mail transmission. Date of service by mail, hand delivery, facsimile or electronic mail is the date on which such notice or other communication is actually received by the addressee.
If to Seller: If to Buyer: Petrodome Napoleonville, LLC Attn: James Doris, Chairman 15915 Katy Freeway, Suite 450 Houston, TX 77094 Phone: 281-404-4387 Email: jdoris@vikingenergygroup.com WPP Petro, L.L.C. Attn: James A. Bohannon, III, Sole Member P.O.Box 835, Pinehurst, TX 77362 Phone: Email:
Each Party may change its address by notifying the other Parties in writing.
6.3 Exhibits; Entire Agreement; Amendments. The exhibits identified in this Agreement are incorporated herein by reference and made a part hereof for all purposes. This Agreement (together with all other agreements and instruments contemplated hereby to which the Parties are or will be a party) contains the entire agreement between the Parties with respect to the transaction covered hereby and thereby and supersedes all prior agreements between the Parties, oral or written, relating to the subject matter of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives of all Parties.
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6.4 Binding Effect. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties, and conditions of this Agreement shall be enforceable by the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement (or any of its rights or obligations hereunder) to any other person or entity without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
6.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, then it shall be deemed deleted and the remainder of this Agreement shall continue in full force and effect.
6.6 Interpretation. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. In the event an ambiguity or question of intent or interpretation arises, this Agreement and such ancillary agreements shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or such ancillary agreement. The words “include,” “includes” or “including” (or any other tense or variation of the word “include”) in this Agreement shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms contained in this Agreement are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. References herein to the “knowledge” of a Party, shall mean the knowledge of such Party and any of its officers or management level personnel, as a prudent business person, could have obtained after making reasonable inquiry with respect to the particular matter in question, including reasonable inquiry of any other appropriate employees and contractors of such Party.
6.7 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to any provision thereof that would result in the application of the laws of another jurisdiction.
6.8 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY(IES) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY(IES) HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT SHALL BE EXCLUSIVELY LITIGATED IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
6.9 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
6.10 Survival. All of the representations and warranties included or provided for in this Agreement or any transaction documents related hereto shall survive Closing for the full applicable statute of limitations. All of the covenants and agreements that are to be performed on or prior to the Closing Date shall terminate as of the Closing Date. Unless expressly stated herein to the contrary, all of the covenants, agreements and indemnities that are to be performed from and after the Closing Date and the special warranty of title contained in the Conveyance shall survive without time limit
6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which when taken together shall constitute but one and the same instrument. Signatures exchanged by fax or pdf signatures shall be considered binding.
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SELLER: | |||
PETRODOME NAPOLEONVILLE, LLC | |||
By: | /s/ James A. Doris | ||
Printed Name: | James A. Doris | ||
Title: | Chairman |
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
BUYER: | |||
WPP PETRO, L.L.C. | |||
By: | /s/ James A. Bohannon, III | ||
Printed Name: | James A. Bohannon, III | ||
Title: | Sole Member |
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Exhibit “A”
Wells
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Assumption Parish, Louisiana
Well Name
| Well Type
| API Number
| State Well ID Number | Status
| WI
| NRI
|
Hensarling #1 | oil | 17-00-720522 | 13276 | producing | 0.24680908 | 0.18277065 |
Noelie Templet SWD | SWD | 17-00-720528 | 13140 | SWD | 0.24680908 |
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Exhibit “B”
Leases
LEASES
All Oil & Gas Leases and any renewal or extension thereof.
LOUISIANA PETRODOME NAPOLEONVILLE, LLC Assumption Parish, Louisiana LESSOR LESSEE EFFECTIVE DATE BOOK PAGE ENTRY NO. Alden Charlet, et al Angelle & Donohue Oil & Gas Proper 11/27/2011 271 307 228041 Co-Lessor's Agreement Angelle & Donohue Oil & Gas Proper 11/27/2011 271 307 235729 Louise Lasseigne Stevens, et al Waterloo Oil & Gas, L.L.C. 6/25/2010 308 353 243600 Percy LeBlanc, et al Angelle & Donohue Oil & Gas Proper 7/10/2011 316 579 247136 Roseanne Savoy Shirley, et al Waterloo Oil & Gas, L.L.C. 7/1/2010 308 477 243653 Emmet J. Simoneaux , Jr. Angelle & Donohue Oil & Gas Proper 4/27/2011 309 300 244023 Nancy Simoneaux Alexander Angelle & Donohue Oil & Gas Proper 4/20/2011 309 308 244024 Diane Simoneaux Truxillo Angelle & Donohue Oil & Gas Proper 4/20/2011 309 315 244025 Ross Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 322 244026 Herman Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 329 244027 Martha Simoneaux Smith Angelle & Donohue Oil & Gas Proper 4/20/2011 309 336 244028 Wallace Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 343 244029 Curtis Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 350 244030 Murry F. Landry, III, et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 357 244031 Alfred Paul LeBlanc, Jr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 365 244032 Noelie Simoneaux Templet Angelle & Donohue Oil & Gas Proper 4/26/2011 309 373 244033 Carolyn Simoneaux Blanchard Angelle & Donohue Oil & Gas Proper 4/20/2011 309 380 244034 Kenneth D. Simoneaux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 387 244035 Huey P. Simoneaux, Sr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 394 244036 Huey P. Simoneaux, Sr. Angelle & Donohue Oil & Gas Proper 4/20/2011 309 403 244037 Huey P. Simoneaux, Sr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 309 410 244038 Paul J. Rousseau, et ux Angelle & Donohue Oil & Gas Proper 5/9/2011 309 419 244039 Huey Simoneaux, et ux Angelle & Donohue Oil & Gas Proper 4/20/2011 309 426 244040 Theresa Landry Hensarling Angelle & Donohue Oil & Gas Proper 4/15/2011 309 433 244041 Wayne Joseph Barrilleaux, et al Angelle & Donohue Oil & Gas Proper 4/20/2011 310 686 244754 Huey P. Simoneaux, Sr., et al Angelle & Donohue Oil & Gas Proper 4/20/2011 310 701 244756 Wayne Joseph Barrilleaux, et al Angelle & Donohue Oil & Gas Proper 4/20/2011 310 710 244757 Alden P. Charlet, et al Angelle & Donohue Oil & Gas, Inc. 11/27/2011 311 165 245158 John P. Rose, et ux Angelle & Donohue Oil & Gas Proper 11/30/2011 311 210 245159 Todd Lambert Angelle & Donohue Oil & Gas Proper 11/30/2011 311 248 245161 Wayne Joseph Barrilleaux, et al Angelle & Donohue Oil & Gas Proper 5/20/2011 311 217 245160 Leroy J. LeBlanc, et al Angelle & Donohue Oil & Gas Proper 5/26/2011 311 620 245366 David L. Bouquet Angelle & Donohue Oil & Gas Proper 5/20/2011 311 665 245367 Roland J. Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 862 245454 Roland J. Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 869 245455 David J. Templet, et al Angelle & Donohue Oil & Gas Proper 9/16/2011 311 876 245456 Charlotte D. Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 884 245457 Barry J. Bates, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 891 245458 David J. Templet, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 898 245459 Huey P. Simoneaux, Jr., et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 905 245460 Noelie Simoneaux Templet Angelle & Donohue Oil & Gas Proper 9/16/2011 311 912 245461 Wallace Simoneaux Angelle & Donohue Oil & Gas Proper 9/16/2011 311 919 245462 Rene P Landry, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 312 15 245475 Glenn Joseph Simoneaux, et ux Angelle & Donohue Oil & Gas Proper 9/16/2011 312 78 245484 Boyd, Bobby J. et ux Angelle & Donohue Oil & Gas Proper 5/3/2013 326 576 250942 Tracy Scioneaux Gaude Angelle & Donohue Oil & Gas, Inc. 3/2/2014 327 436 251300 Dell Scioneaux Angelle & Donohue Oil & Gas Proper 3/2/2014 327 443 251301
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Exhibit “C”
Assignment & Bill of Sale
(see attached)
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Signature Page to Purchase and Sale Agreement
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EXHIBIT 2.3
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME BLOOMINGTON, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and BLOOMINGTON, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
Article I
Purchase and Sale of Assets; Effective Time; Purchase Price
1.1. Purchase and Sale of Assets. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, fifty percent (50%) of Seller’s right, title, and interest in and to the following described properties, rights, and interests (collectively, the “Assets”):
(a) the oil, gas and condensate wells (whether producing, temporarily abandoned or permanently abandoned) described on Exhibit A (collectively, the “Wells or Well”),
(b) and all oil and gas leases and mineral interests, and any associated units, including, to the extent applicable, those specifically described in Exhibit B and including all leasehold estates, fee mineral estates, royalty interests, overriding royalty interests, net profits interests, reversionary interests, or similar interests associated therewith (collectively, the “Leases”) and all lands covered thereby or lands pooled or unitized therewith and all lands covered by such Leases and interests;
(c) all rights, benefits, privileges, obligations and interests in any pooled area or proration unit in which the Wells are included or to which the Wells are attributable, to the extent such rights, benefits, privileges, obligations and interests arise from and are associated with the Wells, including, without limitation, those derived from any declaration or order of any governmental authority (collectively, the “Units or Unit”);
(d) all permits, easements, rights-of-way, licenses, contracts, servitudes, surface leases, surface use agreements, surface fee tracts, fee surface interests and any and all other similar rights, benefits, privileges, obligations and interests used or held for use in connection with the production, separation, gathering, treatment, processing, storing, transporting, sale or disposal of Hydrocarbons therefrom (collectively, the “Permits and Easements”);
(e) all tangible personal property, above ground and downhole equipment, installations, fixtures, improvements and other appurtenances, including, without limitation, all equipment, machinery, facilities, flow lines, gathering lines, gas lines, water lines, pipelines, power lines, tubing, valves, well pads, well heads, pumps, casing, caissons, motors, platforms, tank batteries, separators, treaters, rods, tanks, improvements, towers, SCADA equipment, radios, meters, computers, spare parts, compressors, pipe, vehicles, vessels, processing equipment and facilities, compression equipment and facilities and any and all other tangible personal property as the same are located on, appurtenant to and/or used or held for use in connection with the Wells, the Units, the Leases and/or the Permits and Easements (collectively, the “Equipment”);
(f) all agreements and contracts relating to the Assets as such are legally assignable (including assignable with consent), including, without limitation, all existing and effective sales, purchase, exchange, gathering, transportation, processing and gas contracts, operating agreements, balancing agreements, farmout agreements, farmin agreements, service agreements, exploration agreements, surface leases, permits and licenses, surface use agreements, other surface rights and any other contracts, agreements and instruments as the same relate to the Assets described herein (collectively, the “Related Contracts”);
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(g) all of the oil, gas and associated hydrocarbons as the same are produced from or attributable to the Leases, Wells and/or Units, or any property pooled or unitized therewith (including, without limitation, the Units), from and after the Effective Time, including, without limitation, any oil currently in storage on the Leases and even if such oil was produced prior to the Effective Time (collectively, the “Hydrocarbons”);
(h) all records and data relating to the Assets, including, without limitation, Well records, Unit records, Lease records, division order records, title records (including abstracts of title, title opinions, title reports, runsheets, mineral ownership reports and other muniments of title), engineering records, geological and geophysical records (including, without limitation, seismic data, reserve reports and interpretations thereof), technical data, correspondence, electronic data files, maps, production records, electric logs, core data, pressure data, decline curves, appraisals and accounting records and any and all other records and data as the same relate to the Assets described herein (collectively, the “Records”), to the extent such Records are in the possession or control of Seller or any of Seller’s affiliated or subsidiary entities;
(i) all proceeds, benefits, income or revenues with respect to the Assets attributable to periods from and after the Effective Time.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed that Seller shall retain, and the Assets shall not include, any and all of the following:
(A) Seller’s corporate, financial and tax records and legal files (except abstracts of title, title opinions, runsheets, mineral ownership reports and other muniments of title), except that Seller will make available to Buyer any tax records that are necessary for Buyer’s ownership, administration or operation of the Assets, which such records may be copied at Buyer’s expense; and
(B) all proceeds, benefits, income and/or revenues with respect to the Assets attributable to periods before the Effective Time.
1.2. Effective Time. The effective time for the sale and purchase of the Assets shall be 12:01 a.m. Central time on June 1, 2022 (the “Effective Time”).
1.3. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be twenty five thousand dollars ($25,000).
Article II
Representations and Warranties
2.1. Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant to the other that the following statements are true and accurate as to itself, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Existence. It is a legal entity duly organized, validly existing and in good standing under the laws of its state of formation, is duly qualified to carry on its business in the states where the Assets are located where such qualification is required.
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(b) Legal Power. It has the legal power and right to enter into this Agreement and each agreement contemplated hereby to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. None of the execution and delivery of this Agreement or each agreement contemplated hereby to which it is or will be a party, the performance of its obligations hereunder or thereunder, or consummation of the transactions contemplated hereby or thereby will violate or conflict with (i) any provision of its organizational documents, (ii) any agreement or instrument to which it is bound or (iii) any applicable law, statute, ordinance, rule, regulation, code, permits, judgments, orders or decrees of any governmental authority (collectively, the “Laws”).
(c) Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
(d) Validity of Obligations. This Agreement and all other transaction documents it is to execute and deliver at Closing: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) upon execution, are enforceable against it in accordance with their respective terms.
(e) No Violation of Contractual Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any provision contains in agreements customary in the oil and gas industry relating to: (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated by this Agreement. Should such violation or restriction, as the case may be, arise hereafter, not to exceed six (6) months from the Closing Date hereof, the Seller or Buyer, as the case may be, shall take definitive steps to correct such issue in a manner so as to accommodate the requirements hereof.
(f) No Violation of Other Legal Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, violate any law, rule, regulation, ordinance, judgment, decree or order to which it or the Assets or any portion thereof is subject.
(g) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it.
(h) Brokers Fees. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, it has not incurred any obligation for brokers, finders or similar fees for which any other Party hereto would be liable.
(i) No Restraining Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its actual knowledge, threatened in writing against it before any court or governmental agency that seeks substantial damages in connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or any part of the transaction contemplated by this Agreement or any other transaction documents related hereto.
2.2. Seller’s Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
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(a) Lawsuits and Claims. There is no suit, action, litigation or proceeding in which Seller is a party and has been served with respect to the Property, and there is no suit, action, litigation, or proceeding threatened against Seller with respect to the Property, or against any of the Property, in each case, in any court, arbitration venue or other dispute resolution venue or otherwise by or before any governmental authority.
(b) Compliance with Laws. To the best of the Seller’s knowledge, it has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable Laws with respect to the ownership or maintenance of the Assets.
(c) Consents and Preferential Purchase Rights. To the best of the Seller’s knowledge, there are no third party preferential purchase rights, rights of first refusal or similar rights, or third party consents to assign or similar approvals, excluding consents ordinarily obtained after Closing, that are applicable to the transfer of the Assets by Seller to Buyer.
(d) Contracts. All contracts (including Related Contracts, but excluding oil and gas leases and associated contracts as such are related to the Wells which are no longer producing, and may be abandoned or temporarily abandoned) comprising any portion of the Assets are in full force and effect, and neither Seller nor, to Seller’s knowledge, any counterparty thereto, is in breach of any of its obligations thereunder.
(e) Leases. To the best of the Seller’s knowledge, all oil, gas and mineral leases (including Leases) included within the Assets are in full force and effect according to their respective terms and provisions and all rights granted thereby are valid and subsisting, and Seller has not received any written notices or demands affecting or relating to such rights. Seller is not in default with respect to any of its obligations thereunder and, to the knowledge of Seller, no counterparty thereto is in default with respect to any of its obligations thereunder.
(f) Compliance with Laws; Permits. To the best of the Seller’s knowledge, the Assets are in compliance in all material respects with, and have been operated in compliance with all material respects with, all applicable Laws. All necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership and operation of the Assets have been obtained and maintained in full force and effect.
(g) Environmental Matters. There are no formally noted or recorded uncured violations of any environmental Laws with respect to any of the Assets and no remediation obligations upon or arising from ownership or operation of any of the Assets under any environmental Law or any contracts relating to the Assets requiring any portion of the Assets to be kept in a better, higher, or more stringent environmental condition than that required by environmental Laws.
(h) Wells. To the best of the Seller’s knowledge, during Sellers ownership hereof, all wells (including Wells) that constitute part of the Assets have been drilled, completed, and operated in compliance in all material respects with (i) the oil, gas and mineral leases (including Leases) that constitute part of the Assets and (ii) all applicable Laws.
(i) Certain Interests; Liens; Mortgages. None of the Assets are subject to any type of payout, back-in, or other reversionary interest in favor of any third party. None of the Assets are subject to any type of lien or mortgage (other than those that will be discharged in full prior to the Closing).
(j) No Default. Seller has not received any written notice of default with respect to any order, writ, injunction, or decree of any court, commission or administrative agency in connection with the ownership of the Assets or any part thereof that would adversely affect the value of the Assets or Seller’s title thereto.
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(k) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, or a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2).
(l) Tax Matters. All tax returns with respect to any of the Assets have been timely filed and are true, correct, and complete in all material respects. All taxes (including, but not limited to, all ad valorem, property, production, severance, excise and other taxes and assessments (collectively, “Taxes”) with respect to any of the Assets (whether or not shown due on such tax returns) have been timely paid in full. There are no liens for Taxes (other than Taxes not yet due and payable) affecting any portion of the Assets. Seller has not received written notice of any pending claim against it (which remains outstanding) from any applicable governmental authority for assessment of Taxes with respect to any of the Assets, and, to Seller’s knowledge, no such claim has been threatened. To Seller’s knowledge, no written claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding any of the Assets. To Seller’s knowledge, no audit, administrative, judicial, or other proceeding with respect to Taxes with respect to any of the Assets has been commenced or is presently pending. None of Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
2.3 Buyer’s Representations and Warranties. By its execution of this Agreement, each entity comprising Buyer, as to such Buyer entity severally and not jointly or jointly and severally, represents and warrants to Seller that the following statements are true and accurate, as to itself in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Securities Laws. Buyer is acquiring the Assets for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules, or regulations.
2.4 Disclaimers.
(a) Use and Fitness. As to the Assets, except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any and all other use and fitness representation and warranties, express, implied, statutory, or otherwise. Buyer agrees that the Assets are being conveyed to Seller, and Seller accepts same, in its “AS IS”, “WHERE IS” condition, with all faults, except for the express representations and warranties contained herein or in any transaction document related hereto, including the special warranty of title contained in Section 3.1 (a) below and in the Conveyance. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any representation or warranty, whether express, implied, under common law, by statute or otherwise, or to the title or condition of the Assets. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller also expressly disclaims and negates any implied or express warranty at common law, by statute or otherwise relating to the accuracy of any information furnished with respect to the existence or extent of reserves or the value of the Assets based thereon or the condition or state of repair of the Assets.
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(b) Prior Use and Condition. Buyer acknowledges that the Assets have been utilized for the purpose of exploration, development, and production of oil and gas. Buyer also acknowledges that crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released, or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the ground around the Wells. In addition, Buyer acknowledges that some oilfield production equipment may contain naturally-occurring radioactive material (hereinafter referred to as “NORM”). Buyer acknowledges and agrees that, prior to the Effective Date of this Agreement, Buyer has been given adequate and timely access to and has access to the Assets, Seller’s records relating to the Assets, and public records regarding the Assets. Buyer hereby agrees to accept responsibility and liability for the past, present, and future condition of the Assets as the same relates to NORM.
(c) Environmental Condition. Without limiting the express representations and warranties contained herein or in any transaction document related hereto, Buyer acknowledges that it has been given sufficient opportunity to conduct its own environmental assessment of the Assets and satisfied itself with the environmental condition of the Assets.
Article III
Closing
3.1. Closing. Closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated and closed on or before August 1, 2022, or on such other date as the Parties may mutually agree in writing, and shall be consummated remotely by the execution and delivery of closing deliverables via e-mail with originals to follow immediately upon the request of any Party. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Closing, the following events shall occur, each being a condition precedent to the other and each being deemed to occur simultaneously:
(a) Conveyance. Seller and Buyer shall each execute, acknowledge and deliver to one another (i) an Assignment, Conveyance and Bill of Sale dated effective for all purposes as of the Effective Time, substantially in the form attached hereto as Exhibit C (the “Conveyance”), conveying the Assets to Buyer with special warranty of title by, through or under Seller, and (ii) such other assignments, bills of sale, certificates of title, deeds, or other instruments necessary to transfer the Assets to Buyer, in each case, dated effective for all purposes as of the Effective Time. After Closing, Buyer shall be responsible for filing and recording (at Buyer’s sole cost) the original fully executed and acknowledged Conveyance and any other instruments that must be filed and recorded to effectuate the transfer of the Assets.
(b) Release Instruments. Seller shall execute, acknowledge (if necessary) and deliver, or have executed, acknowledged (if necessary) and delivered, to Buyer recordable releases of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under Seller, but not otherwise, burdening the Assets or any portion thereof in a customary form reasonably acceptable to Buyer.
(c) Purchase Price. Buyer shall deliver to Seller the Purchase Price by wire transfer to an account designated in writing by Seller.
(d) Records. Seller shall deliver to Buyer the Records, to the extent such Records are in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller.
3.2. Seller’s Closing Conditions. The obligations of Seller to consummate the transactions contemplated hereby are subject, at the option of Seller, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Buyer at its sole election):
(a) Representations. The representations and warranties of Buyer shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
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(b) Performance. Buyer shall have performed all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Buyer in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
(d) Change of Operatorship. Operatorship of the Wells shall have been transferred from Petrodome Operating, LLC to an operator designated by the Buyer and acknowledged by the State.
3.3. Buyer’s Closing Conditions. The obligations of Buyer to consummate the transactions contemplated hereby are subject, at the option of Buyer, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Seller at its sole election):
(a) Representations. The representations and warranties of Seller shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
(b) Performance. Seller shall have performed all obligations, covenants, and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Seller in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
3.4. Certain Additional Covenants.
(a) Best Efforts to Consummate Transactions. Each Party agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the transactions as contemplated by this Agreement.
(b) Further Assurances. After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute, acknowledge (where appropriate), and deliver, or shall cause to be executed, acknowledged (where appropriate) and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to effectuate the transactions and agreements contemplated by this Agreement. Without limiting the foregoing, if any of the Assets are incorrectly or incompletely described herein or in the Assignment, the Parties shall work together in good faith to correct such incorrect or incomplete description.
(c) Records, Contracts and Files. Within five (5) business days after the Closing, all original or legible copies of the Records (including lease records, land records, existing contract, well files, well logs, core analyses, drilling records, and all other pertinent materials) pertaining to the Assets in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller shall be delivered to Buyer.
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(d) Notices after Closing. Seller shall promptly notify Buyer of its receipt after the Closing Date of any instrument(s), notification(s), or other document(s) affecting the Assets and shall promptly provide Buyer with a copy of such notice.
(e) Revenue of Other Party. If either Party receives revenues that belong to the other Party pursuant to this Agreement, then the Party receiving such revenues agrees to remit those revenues in immediately available funds to the other Party promptly, but in any event no later than the fifteenth (15th) day of the month following any month such revenues are received.
(f) Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Article IV
Apportionment of Liabilities; Indemnity Obligations
4.1. Apportionment of Liabilities.
(a) Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Wells, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
(b) Assumed Obligations. Without limiting the previous sentence in any way, from and after the Effective Time, Buyer will assume responsibility for (i) all obligations and liabilities related to the ownership, use or operation of the Assets that are attributable to periods from and after the Effective Time (collectively, the “Assumed Obligations”), and (ii) the Environmental Liabilities.
4.2. Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations.
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4.3. Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
4.4. Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER, AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY CAUSES, IN WHOLE OR IN PART, AN INDEMNIFIED CLAIM, INCLUDING, WITHOUT LIMITATION, INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY’S SOLE OR CONCURRENT NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR FAULT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING STATEMENT IS CONSPICUOUS, AFFORDS FAIR AND ADEQUATE NOTICE AND COMPLIES WITH THE EXPRESS NEGLIGENCE RULE.
4.5. Specific Performance. Without imitating any other remedies that may be available, each Party shall be entitled to specific performance of the other Party’s obligations under this Agreement
4.6. Notification. Within thirty (30) days after a third party has notified a Party in writing of a claim for which such Party (the “Indemnified Party”) is entitled to indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party so notified will notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of such claim at its own expense with counsel of its choosing, and the Indemnified Party will reasonably cooperate to make available all pertinent information under its control or in its possession. The Indemnified Party has the right to join in the defense of any such claim with counsel of its own choosing and at its own expense. Notwithstanding the notice requirement provided in this section, the right to indemnification under this Agreement shall not be affected by any failure to give or any delay in giving such notice unless, and then only to the extent that, the Indemnifying Party’s rights and remedies have been actually materially prejudiced as a result of such failure or delay
Article V
Termination
5.1. Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:
(a) by Seller, at Seller’s option, if any of the conditions set forth in Article 3.2 have not been satisfied on or before the Closing Date;
(b) by Buyer, at Buyer’s option, if any of the conditions set forth in Article 3.3 have not been satisfied on or before the Closing Date;
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(c) by the mutual written consent of the Parties; or
(d) by Seller or Buyer if the Closing shall not have occurred on or before August 1, 2022;
provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (a), or (b) above if such Party is at such time in material breach of any provision of this Agreement. If this Agreement is terminated by a Party because of the breach of this Agreement by the counter Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the failure of the other Party to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired. If the obligation to close the transactions contemplated hereby is terminated pursuant to any provision of this section, then this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a Party of any of its covenants or agreements hereunder.
Article VI
Miscellaneous
6.1. Subrogation of Warranties and Indemnities. To the extent transferable (including transferable with consent), Seller will assign and grant to Buyer, its successors and assigns (and Seller will execute any documentation reasonably necessary to effect such assignment and grant), the full power and right of substitution and subrogation in and to and all covenants and warranties (including, without limitation, warranties of title) and in and to all rights to indemnification (including, without limitation, environmental, injury to property or persons (including, without limitation, death and disability)) given or made with respect to the Assets or any part thereof by preceding owners, vendors, contractors or others
6.2. Notices. All notices and other communications required, permitted, or desired to be given hereunder must be in writing and sent by (a) registered or certified U.S. mail (return receipt requested), properly addressed as shown herein below, and with all postage or charges fully prepaid, (b) by hand delivery, (c) by facsimile transmission, or (d) by electronic mail transmission. Date of service by mail, hand delivery, facsimile or electronic mail is the date on which such notice or other communication is actually received by the addressee.
If to Seller: | If to Buyer: |
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Petrodome Bloomington, LLC Attn: James Doris, Chairman 15915 Katy Freeway, Suite 450 Houston, TX 77094 Phone: 281-404-4387 Email: jdoris@vikingenergygroup.com | Bloomington, L.L.C. Attn: Houdit Makabeh, Secretary P.O. Box 835, Pinehurst, Texas 77362 Phone: Email: |
Each Party may change its address by notifying the other Parties in writing.
6.3 Exhibits; Entire Agreement; Amendments. The exhibits identified in this Agreement are incorporated herein by reference and made a part hereof for all purposes. This Agreement (together with all other agreements and instruments contemplated hereby to which the Parties are or will be a party) contains the entire agreement between the Parties with respect to the transaction covered hereby and thereby and supersedes all prior agreements between the Parties, oral or written, relating to the subject matter of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives of all Parties.
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6.4 Binding Effect. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties, and conditions of this Agreement shall be enforceable by the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement (or any of its rights or obligations hereunder) to any other person or entity without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
6.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, then it shall be deemed deleted and the remainder of this Agreement shall continue in full force and effect.
6.6 Interpretation. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. In the event an ambiguity or question of intent or interpretation arises, this Agreement and such ancillary agreements shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or such ancillary agreement. The words “include,” “includes” or “including” (or any other tense or variation of the word “include”) in this Agreement shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms contained in this Agreement are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. References herein to the “knowledge” of a Party, shall mean the knowledge of such Party and any of its officers or management level personnel, as a prudent business person, could have obtained after making reasonable inquiry with respect to the particular matter in question, including reasonable inquiry of any other appropriate employees and contractors of such Party.
6.7 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to any provision thereof that would result in the application of the laws of another jurisdiction.
6.8 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY(IES) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY(IES) HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT SHALL BE EXCLUSIVELY LITIGATED IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
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6.9 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
6.10 Survival. All of the representations and warranties included or provided for in this Agreement or any transaction documents related hereto shall survive Closing for the full applicable statute of limitations. All of the covenants and agreements that are to be performed on or prior to the Closing Date shall terminate as of the Closing Date. Unless expressly stated herein to the contrary, all of the covenants, agreements and indemnities that are to be performed from and after the Closing Date and the special warranty of title contained in the Conveyance shall survive without time limit
6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which when taken together shall constitute but one and the same instrument. Signatures exchanged by fax or pdf signatures shall be considered binding.
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
SELLER: | |||
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| PETRODOME BLOOMINGTON, LLC |
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By: | /s/ James A. Doris | ||
| Printed Name: | James A. Doris |
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| Title: | Chairman |
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Signature Page to Purchase and Sale Agreement |
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
BUYER: | |||
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| BLOOMINGTON, L.L.C. |
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By: | /s/ Houdit Makabeh | ||
| Printed Name: | Houdit Makabeh |
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| Title: | Secretary |
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Signature Page to Purchase and Sale Agreement |
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Exhibit “A”
Wells
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Victoria County, Texas
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Signature Page to Purchase and Sale Agreement |
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Exhibit “B”
Leases
LEASES
All Oil & Gas Leases and any renewal or extension thereof.
TEXAS | |||||
PETRODOME BLOOMINGTON, LLC |
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Victoria County, Texas |
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LESSOR | LESSEE | DATE | BOOK | PAGE | ENTRY NO. |
Marshall B. Heins | CSC Interests, Inc. | 05/03/2012 |
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| 201211374 |
Robert Richard Dean | CSC Interests, Inc. | 05/03/2012 |
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| 201211381 |
Douglas Wayne Stubblefield | CSC Interests, Inc. | 05/14/2012 |
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| 201302280 |
Douglas Wayne Stubblefield | CSC Interests, Inc. | 10/29/2012 |
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| 201302269 |
James Franklin Felkins | CSC Interests, Inc. | 05/30/2012 |
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| 201211379 |
Nancy Lumpkins | CSC Interests, Inc. | 07/10/2012 |
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| 201211384 |
Donald Copeland | CSC Interests, Inc. | 07/10/2012 |
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| 201211377 |
John Cantu | CSC Interests, Inc. | 07/10/2012 |
|
| 201302279 |
James L. Allred, Jr. | CSC Interests, Inc. | 07/10/2012 |
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| 201211375 |
Lisa Polk | CSC Interests, Inc. | 07/10/2012 |
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| 201211386 |
Joe Ross Talbott, Jr. a/k/a Joe Talbott | CSC Interests, Inc. | 07/10/2012 |
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| 201211389 |
Thomas Frederick Talbott, Jr. a/k/a Freddie Talbott | CSC Interests, Inc. | 07/10/2012 |
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| 201211388 |
Chris Ann Cameron | CSC Interests, Inc. | 07/10/2012 |
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| 201211378 |
First United Methodist Church Kerville Texas | CSC Interests, Inc. | 06/26/2012 |
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| 201302281 |
First United Methodist Church Kerville Texas | CSC Interests, Inc. | 10/19/2012 |
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| 201302270 |
O.H. Halk, Jr., et al | CSC Interests, Inc. | 07/19/2012 |
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| 201302277 |
Daniel E. Cantu | CSC Interests, Inc. | 07/13/2012 |
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| 201302278 |
Edwin Mark Stubblefield | CSC Interests, Inc. | 05/30/2012 |
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| 201302287 |
Linda Rogers | CSC Interests, Inc. | 07/10/2012 |
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| 201211387 |
Alice Geryk | CSC Interests, Inc. | 07/10/2012 |
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| 201211382 |
Jeanna Ruth Hooker | CSC Interests, Inc. | 07/10/2012 |
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| 201211383 |
Juanita Lucille Benoit | CSC Interests, Inc. | 05/30/2012 |
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| 201211376 |
Bob L. Stubblefield | CSC Interests, Inc. | 05/30/2012 |
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| 201302288 |
Bob L. Stubblefield, et al | CSC Interests, Inc. | 05/30/2012 |
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| 201302276 |
Bob Harraid, et ux | CSC Interests, Inc. | 07/31/2012 |
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| 201211380 |
James Nelson | CSC Interests, Inc. | 09/14/2012 |
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| 201211385 |
Laura P. Johnson | CSC Interests, Inc. | 09/13/2012 |
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| 201302283 |
Laura P. Johnson | CSC Interests, Inc. | 09/13/2012 |
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| 201302272 |
Paula J. Hudnall | CSC Interests, Inc. | 09/26/2012 |
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| 201302286 |
Paula J. Hudnall | CSC Interests, Inc. | 09/26/2012 |
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| 201302275 |
Scott E. Stubblefield | CSC Interests, Inc. | 09/26/2012 |
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| 201302284 |
Scott E. Stubblefield | CSC Interests, Inc. | 09/26/2012 |
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| 201302273 |
Jeri A. Lewis | CSC Interests, Inc. | 09/26/2012 |
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| 201302285 |
Jeri A. Lewis | CSC Interests, Inc. | 09/26/2012 |
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| 201302274 |
Virginia Clark | CSC Interests, Inc. | 09/13/2012 |
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| 201302282 |
Virginia Clark | CSC Interests, Inc. | 09/13/2012 |
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| 201302271 |
Ernest M. Thomas, Jr. M.D. Incorporated Pension Fund | International Western Resources, LLC | 06/18/2012 |
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| 201209733 |
Union Pacific Railroad Company (Memo) | Petrodome Bloomington, LLC | 05/05/2015 |
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| 201506265 |
Phillip Huffines et al | Petrodome Bloomington, LLC | 10/21/2014 |
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| 201500448 |
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Signature Page to Purchase and Sale Agreement |
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Exhibit “C”
Assignment & Bill of Sale
(see attached)
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Signature Page to Purchase and Sale Agreement |
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EXHIBIT 2.4
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME BLOOMINGTON, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and WPP PETRO, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
Article I
Purchase and Sale of Assets; Effective Time; Purchase Price
1.1. Purchase and Sale of Assets. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, fifty percent (50%) of Seller’s right, title, and interest in and to the following described properties, rights, and interests (collectively, the “Assets”):
(a) the oil, gas and condensate wells (whether producing, temporarily abandoned or permanently abandoned) described on Exhibit A (collectively, the “Wells or Well”),
(b) and all oil and gas leases and mineral interests, and any associated units, including, to the extent applicable, those specifically described in Exhibit B and including all leasehold estates, fee mineral estates, royalty interests, overriding royalty interests, net profits interests, reversionary interests, or similar interests associated therewith (collectively, the “Leases”) and all lands covered thereby or lands pooled or unitized therewith and all lands covered by such Leases and interests;
(c) all rights, benefits, privileges, obligations and interests in any pooled area or proration unit in which the Wells are included or to which the Wells are attributable, to the extent such rights, benefits, privileges, obligations and interests arise from and are associated with the Wells, including, without limitation, those derived from any declaration or order of any governmental authority (collectively, the “Units or Unit”);
(d) all permits, easements, rights-of-way, licenses, contracts, servitudes, surface leases, surface use agreements, surface fee tracts, fee surface interests and any and all other similar rights, benefits, privileges, obligations and interests used or held for use in connection with the production, separation, gathering, treatment, processing, storing, transporting, sale or disposal of Hydrocarbons therefrom (collectively, the “Permits and Easements”);
(e) all tangible personal property, above ground and downhole equipment, installations, fixtures, improvements and other appurtenances, including, without limitation, all equipment, machinery, facilities, flow lines, gathering lines, gas lines, water lines, pipelines, power lines, tubing, valves, well pads, well heads, pumps, casing, caissons, motors, platforms, tank batteries, separators, treaters, rods, tanks, improvements, towers, SCADA equipment, radios, meters, computers, spare parts, compressors, pipe, vehicles, vessels, processing equipment and facilities, compression equipment and facilities and any and all other tangible personal property as the same are located on, appurtenant to and/or used or held for use in connection with the Wells, the Units, the Leases and/or the Permits and Easements (collectively, the “Equipment”);
(f) all agreements and contracts relating to the Assets as such are legally assignable (including assignable with consent), including, without limitation, all existing and effective sales, purchase, exchange, gathering, transportation, processing and gas contracts, operating agreements, balancing agreements, farmout agreements, farmin agreements, service agreements, exploration agreements, surface leases, permits and licenses, surface use agreements, other surface rights and any other contracts, agreements and instruments as the same relate to the Assets described herein (collectively, the “Related Contracts”);
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(g) all of the oil, gas and associated hydrocarbons as the same are produced from or attributable to the Leases, Wells and/or Units, or any property pooled or unitized therewith (including, without limitation, the Units), from and after the Effective Time, including, without limitation, any oil currently in storage on the Leases and even if such oil was produced prior to the Effective Time (collectively, the “Hydrocarbons”);
(h) all records and data relating to the Assets, including, without limitation, Well records, Unit records, Lease records, division order records, title records (including abstracts of title, title opinions, title reports, runsheets, mineral ownership reports and other muniments of title), engineering records, geological and geophysical records (including, without limitation, seismic data, reserve reports and interpretations thereof), technical data, correspondence, electronic data files, maps, production records, electric logs, core data, pressure data, decline curves, appraisals and accounting records and any and all other records and data as the same relate to the Assets described herein (collectively, the “Records”), to the extent such Records are in the possession or control of Seller or any of Seller’s affiliated or subsidiary entities;
(i) all proceeds, benefits, income or revenues with respect to the Assets attributable to periods from and after the Effective Time.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed that Seller shall retain, and the Assets shall not include, any and all of the following:
(A) Seller’s corporate, financial and tax records and legal files (except abstracts of title, title opinions, runsheets, mineral ownership reports and other muniments of title), except that Seller will make available to Buyer any tax records that are necessary for Buyer’s ownership, administration or operation of the Assets, which such records may be copied at Buyer’s expense; and
(B) all proceeds, benefits, income and/or revenues with respect to the Assets attributable to periods before the Effective Time.
1.2. Effective Time. The effective time for the sale and purchase of the Assets shall be 12:01 a.m. Central time on June 1, 2022 (the “Effective Time”).
1.3. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be twenty five thousand dollars ($25,000).
Article II
Representations and Warranties
2.1. Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant to the other that the following statements are true and accurate as to itself, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Existence. It is a legal entity duly organized, validly existing and in good standing under the laws of its state of formation, is duly qualified to carry on its business in the states where the Assets are located where such qualification is required.
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(b) Legal Power. It has the legal power and right to enter into this Agreement and each agreement contemplated hereby to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. None of the execution and delivery of this Agreement or each agreement contemplated hereby to which it is or will be a party, the performance of its obligations hereunder or thereunder, or consummation of the transactions contemplated hereby or thereby will violate or conflict with (i) any provision of its organizational documents, (ii) any agreement or instrument to which it is bound or (iii) any applicable law, statute, ordinance, rule, regulation, code, permits, judgments, orders or decrees of any governmental authority (collectively, the “Laws”).
(c) Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
(d) Validity of Obligations. This Agreement and all other transaction documents it is to execute and deliver at Closing: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) upon execution, are enforceable against it in accordance with their respective terms.
(e) No Violation of Contractual Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any provision contains in agreements customary in the oil and gas industry relating to: (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated by this Agreement. Should such violation or restriction, as the case may be, arise hereafter, not to exceed six (6) months from the Closing Date hereof, the Seller or Buyer, as the case may be, shall take definitive steps to correct such issue in a manner so as to accommodate the requirements hereof.
(f) No Violation of Other Legal Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, violate any law, rule, regulation, ordinance, judgment, decree or order to which it or the Assets or any portion thereof is subject.
(g) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it.
(h) Brokers Fees. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, it has not incurred any obligation for brokers, finders or similar fees for which any other Party hereto would be liable.
(i) No Restraining Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its actual knowledge, threatened in writing against it before any court or governmental agency that seeks substantial damages in connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or any part of the transaction contemplated by this Agreement or any other transaction documents related hereto.
2.2. Seller’s Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
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(a) Lawsuits and Claims. There is no suit, action, litigation or proceeding in which Seller is a party and has been served with respect to the Property, and there is no suit, action, litigation, or proceeding threatened against Seller with respect to the Property, or against any of the Property, in each case, in any court, arbitration venue or other dispute resolution venue or otherwise by or before any governmental authority.
(b) Compliance with Laws. To the best of the Seller’s knowledge, it has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable Laws with respect to the ownership or maintenance of the Assets.
(c) Consents and Preferential Purchase Rights. To the best of the Seller’s knowledge, there are no third party preferential purchase rights, rights of first refusal or similar rights, or third party consents to assign or similar approvals, excluding consents ordinarily obtained after Closing, that are applicable to the transfer of the Assets by Seller to Buyer.
(d) Contracts. All contracts (including Related Contracts, but excluding oil and gas leases and associated contracts as such are related to the Wells which are no longer producing, and may be abandoned or temporarily abandoned) comprising any portion of the Assets are in full force and effect, and neither Seller nor, to Seller’s knowledge, any counterparty thereto, is in breach of any of its obligations thereunder.
(e) Leases. To the best of the Seller’s knowledge, all oil, gas and mineral leases (including Leases) included within the Assets are in full force and effect according to their respective terms and provisions and all rights granted thereby are valid and subsisting, and Seller has not received any written notices or demands affecting or relating to such rights. Seller is not in default with respect to any of its obligations thereunder and, to the knowledge of Seller, no counterparty thereto is in default with respect to any of its obligations thereunder.
(f) Compliance with Laws; Permits. To the best of the Seller’s knowledge, the Assets are in compliance in all material respects with, and have been operated in compliance with all material respects with, all applicable Laws. All necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership and operation of the Assets have been obtained and maintained in full force and effect.
(g) Environmental Matters. There are no formally noted or recorded uncured violations of any environmental Laws with respect to any of the Assets and no remediation obligations upon or arising from ownership or operation of any of the Assets under any environmental Law or any contracts relating to the Assets requiring any portion of the Assets to be kept in a better, higher, or more stringent environmental condition than that required by environmental Laws.
(h) Wells. To the best of the Seller’s knowledge, during Sellers ownership hereof, all wells (including Wells) that constitute part of the Assets have been drilled, completed, and operated in compliance in all material respects with (i) the oil, gas and mineral leases (including Leases) that constitute part of the Assets and (ii) all applicable Laws.
(i) Certain Interests; Liens; Mortgages. None of the Assets are subject to any type of payout, back-in, or other reversionary interest in favor of any third party. None of the Assets are subject to any type of lien or mortgage (other than those that will be discharged in full prior to the Closing).
(j) No Default. Seller has not received any written notice of default with respect to any order, writ, injunction, or decree of any court, commission or administrative agency in connection with the ownership of the Assets or any part thereof that would adversely affect the value of the Assets or Seller’s title thereto.
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(k) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, or a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2).
(l) Tax Matters. All tax returns with respect to any of the Assets have been timely filed and are true, correct, and complete in all material respects. All taxes (including, but not limited to, all ad valorem, property, production, severance, excise and other taxes and assessments (collectively, “Taxes”) with respect to any of the Assets (whether or not shown due on such tax returns) have been timely paid in full. There are no liens for Taxes (other than Taxes not yet due and payable) affecting any portion of the Assets. Seller has not received written notice of any pending claim against it (which remains outstanding) from any applicable governmental authority for assessment of Taxes with respect to any of the Assets, and, to Seller’s knowledge, no such claim has been threatened. To Seller’s knowledge, no written claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding any of the Assets. To Seller’s knowledge, no audit, administrative, judicial, or other proceeding with respect to Taxes with respect to any of the Assets has been commenced or is presently pending. None of Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
2.3 Buyer’s Representations and Warranties. By its execution of this Agreement, each entity comprising Buyer, as to such Buyer entity severally and not jointly or jointly and severally, represents and warrants to Seller that the following statements are true and accurate, as to itself in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Securities Laws. Buyer is acquiring the Assets for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules, or regulations.
2.4 Disclaimers.
(a) Use and Fitness. As to the Assets, except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any and all other use and fitness representation and warranties, express, implied, statutory, or otherwise. Buyer agrees that the Assets are being conveyed to Seller, and Seller accepts same, in its “AS IS”, “WHERE IS” condition, with all faults, except for the express representations and warranties contained herein or in any transaction document related hereto, including the special warranty of title contained in Section 3.1 (a) below and in the Conveyance. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any representation or warranty, whether express, implied, under common law, by statute or otherwise, or to the title or condition of the Assets. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller also expressly disclaims and negates any implied or express warranty at common law, by statute or otherwise relating to the accuracy of any information furnished with respect to the existence or extent of reserves or the value of the Assets based thereon or the condition or state of repair of the Assets.
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(b) Prior Use and Condition. Buyer acknowledges that the Assets have been utilized for the purpose of exploration, development, and production of oil and gas. Buyer also acknowledges that crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released, or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the ground around the Wells. In addition, Buyer acknowledges that some oilfield production equipment may contain naturally-occurring radioactive material (hereinafter referred to as “NORM”). Buyer acknowledges and agrees that, prior to the Effective Date of this Agreement, Buyer has been given adequate and timely access to and has access to the Assets, Seller’s records relating to the Assets, and public records regarding the Assets. Buyer hereby agrees to accept responsibility and liability for the past, present, and future condition of the Assets as the same relates to NORM.
(c) Environmental Condition. Without limiting the express representations and warranties contained herein or in any transaction document related hereto, Buyer acknowledges that it has been given sufficient opportunity to conduct its own environmental assessment of the Assets and satisfied itself with the environmental condition of the Assets.
Article III
Closing
3.1. Closing. Closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated and closed on or before August 1, 2022, or on such other date as the Parties may mutually agree in writing, and shall be consummated remotely by the execution and delivery of closing deliverables via e-mail with originals to follow immediately upon the request of any Party. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Closing, the following events shall occur, each being a condition precedent to the other and each being deemed to occur simultaneously:
(a) Conveyance. Seller and Buyer shall each execute, acknowledge and deliver to one another (i) an Assignment, Conveyance and Bill of Sale dated effective for all purposes as of the Effective Time, substantially in the form attached hereto as Exhibit C (the “Conveyance”), conveying the Assets to Buyer with special warranty of title by, through or under Seller, and (ii) such other assignments, bills of sale, certificates of title, deeds, or other instruments necessary to transfer the Assets to Buyer, in each case, dated effective for all purposes as of the Effective Time. After Closing, Buyer shall be responsible for filing and recording (at Buyer’s sole cost) the original fully executed and acknowledged Conveyance and any other instruments that must be filed and recorded to effectuate the transfer of the Assets.
(b) Release Instruments. Seller shall execute, acknowledge (if necessary) and deliver, or have executed, acknowledged (if necessary) and delivered, to Buyer recordable releases of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under Seller, but not otherwise, burdening the Assets or any portion thereof in a customary form reasonably acceptable to Buyer.
(c) Purchase Price. Buyer shall deliver to Seller the Purchase Price by wire transfer to an account designated in writing by Seller.
(d) Records. Seller shall deliver to Buyer the Records, to the extent such Records are in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller.
3.2. Seller’s Closing Conditions. The obligations of Seller to consummate the transactions contemplated hereby are subject, at the option of Seller, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Buyer at its sole election):
(a) Representations. The representations and warranties of Buyer shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
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(b) Performance. Buyer shall have performed all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Buyer in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
(d) Change of Operatorship. Operatorship of the Wells shall have been transferred from Petrodome Operating, LLC to an operator designated by the Buyer and acknowledged by the State.
3.3. Buyer’s Closing Conditions. The obligations of Buyer to consummate the transactions contemplated hereby are subject, at the option of Buyer, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Seller at its sole election):
(a) Representations. The representations and warranties of Seller shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
(b) Performance. Seller shall have performed all obligations, covenants, and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Seller in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
3.4. Certain Additional Covenants.
(a) Best Efforts to Consummate Transactions. Each Party agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the transactions as contemplated by this Agreement.
(b) Further Assurances. After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute, acknowledge (where appropriate), and deliver, or shall cause to be executed, acknowledged (where appropriate) and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to effectuate the transactions and agreements contemplated by this Agreement. Without limiting the foregoing, if any of the Assets are incorrectly or incompletely described herein or in the Assignment, the Parties shall work together in good faith to correct such incorrect or incomplete description.
(c) Records, Contracts and Files. Within five (5) business days after the Closing, all original or legible copies of the Records (including lease records, land records, existing contract, well files, well logs, core analyses, drilling records, and all other pertinent materials) pertaining to the Assets in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller shall be delivered to Buyer.
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(d) Notices after Closing. Seller shall promptly notify Buyer of its receipt after the Closing Date of any instrument(s), notification(s), or other document(s) affecting the Assets and shall promptly provide Buyer with a copy of such notice.
(e) Revenue of Other Party. If either Party receives revenues that belong to the other Party pursuant to this Agreement, then the Party receiving such revenues agrees to remit those revenues in immediately available funds to the other Party promptly, but in any event no later than the fifteenth (15th) day of the month following any month such revenues are received.
(f) Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Article IV
Apportionment of Liabilities; Indemnity Obligations
4.1. Apportionment of Liabilities.
(a) Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Wells, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
(b) Assumed Obligations. Without limiting the previous sentence in any way, from and after the Effective Time, Buyer will assume responsibility for (i) all obligations and liabilities related to the ownership, use or operation of the Assets that are attributable to periods from and after the Effective Time (collectively, the “Assumed Obligations”), and (ii) the Environmental Liabilities.
4.2. Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations.
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4.3. Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
4.4. Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER, AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY CAUSES, IN WHOLE OR IN PART, AN INDEMNIFIED CLAIM, INCLUDING, WITHOUT LIMITATION, INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY’S SOLE OR CONCURRENT NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR FAULT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING STATEMENT IS CONSPICUOUS, AFFORDS FAIR AND ADEQUATE NOTICE AND COMPLIES WITH THE EXPRESS NEGLIGENCE RULE.
4.5. Specific Performance. Without imitating any other remedies that may be available, each Party shall be entitled to specific performance of the other Party’s obligations under this Agreement
4.6. Notification. Within thirty (30) days after a third party has notified a Party in writing of a claim for which such Party (the “Indemnified Party”) is entitled to indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party so notified will notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of such claim at its own expense with counsel of its choosing, and the Indemnified Party will reasonably cooperate to make available all pertinent information under its control or in its possession. The Indemnified Party has the right to join in the defense of any such claim with counsel of its own choosing and at its own expense. Notwithstanding the notice requirement provided in this section, the right to indemnification under this Agreement shall not be affected by any failure to give or any delay in giving such notice unless, and then only to the extent that, the Indemnifying Party’s rights and remedies have been actually materially prejudiced as a result of such failure or delay
Article V
Termination
5.1. Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:
(a) by Seller, at Seller’s option, if any of the conditions set forth in Article 3.2 have not been satisfied on or before the Closing Date;
(b) by Buyer, at Buyer’s option, if any of the conditions set forth in Article 3.3 have not been satisfied on or before the Closing Date;
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(c) by the mutual written consent of the Parties; or
(d) by Seller or Buyer if the Closing shall not have occurred on or before August 1, 2022;
provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (a), or (b) above if such Party is at such time in material breach of any provision of this Agreement. If this Agreement is terminated by a Party because of the breach of this Agreement by the counter Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the failure of the other Party to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired. If the obligation to close the transactions contemplated hereby is terminated pursuant to any provision of this section, then this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a Party of any of its covenants or agreements hereunder.
Article VI
Miscellaneous
6.1. Subrogation of Warranties and Indemnities. To the extent transferable (including transferable with consent), Seller will assign and grant to Buyer, its successors and assigns (and Seller will execute any documentation reasonably necessary to effect such assignment and grant), the full power and right of substitution and subrogation in and to and all covenants and warranties (including, without limitation, warranties of title) and in and to all rights to indemnification (including, without limitation, environmental, injury to property or persons (including, without limitation, death and disability)) given or made with respect to the Assets or any part thereof by preceding owners, vendors, contractors or others
6.2. Notices. All notices and other communications required, permitted, or desired to be given hereunder must be in writing and sent by (a) registered or certified U.S. mail (return receipt requested), properly addressed as shown herein below, and with all postage or charges fully prepaid, (b) by hand delivery, (c) by facsimile transmission, or (d) by electronic mail transmission. Date of service by mail, hand delivery, facsimile or electronic mail is the date on which such notice or other communication is actually received by the addressee.
If to Seller: | If to Buyer: |
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Petrodome Bloomington, LLC Attn: James Doris, Chairman 15915 Katy Freeway, Suite 450 Houston, TX 77094 Phone: 281-404-4387 Email: jdoris@vikingenergygroup.com | WPP Petro, L.L.C. Attn: James A. Bohannon, III, Sole Member P.O. Box 835, Pinehurst, Texas 77362 Phone: Email: |
Each Party may change its address by notifying the other Parties in writing.
6.3 Exhibits; Entire Agreement; Amendments. The exhibits identified in this Agreement are incorporated herein by reference and made a part hereof for all purposes. This Agreement (together with all other agreements and instruments contemplated hereby to which the Parties are or will be a party) contains the entire agreement between the Parties with respect to the transaction covered hereby and thereby and supersedes all prior agreements between the Parties, oral or written, relating to the subject matter of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives of all Parties.
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6.4 Binding Effect. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties, and conditions of this Agreement shall be enforceable by the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement (or any of its rights or obligations hereunder) to any other person or entity without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
6.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, then it shall be deemed deleted and the remainder of this Agreement shall continue in full force and effect.
6.6 Interpretation. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. In the event an ambiguity or question of intent or interpretation arises, this Agreement and such ancillary agreements shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or such ancillary agreement. The words “include,” “includes” or “including” (or any other tense or variation of the word “include”) in this Agreement shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms contained in this Agreement are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. References herein to the “knowledge” of a Party, shall mean the knowledge of such Party and any of its officers or management level personnel, as a prudent business person, could have obtained after making reasonable inquiry with respect to the particular matter in question, including reasonable inquiry of any other appropriate employees and contractors of such Party.
6.7 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to any provision thereof that would result in the application of the laws of another jurisdiction.
6.8 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY(IES) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY(IES) HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT SHALL BE EXCLUSIVELY LITIGATED IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
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6.9 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
6.10 Survival. All of the representations and warranties included or provided for in this Agreement or any transaction documents related hereto shall survive Closing for the full applicable statute of limitations. All of the covenants and agreements that are to be performed on or prior to the Closing Date shall terminate as of the Closing Date. Unless expressly stated herein to the contrary, all of the covenants, agreements and indemnities that are to be performed from and after the Closing Date and the special warranty of title contained in the Conveyance shall survive without time limit
6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which when taken together shall constitute but one and the same instrument. Signatures exchanged by fax or pdf signatures shall be considered binding.
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
SELLER: | |||
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| PETRODOME BLOOMINGTON, LLC |
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By: | /s/ James A. Doris | ||
| Printed Name: | James A. Doris |
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| Title: | Chairman |
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Signature Page to Purchase and Sale Agreement |
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
BUYER: | |||
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| WPP PETRO, L.L.C. |
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By: | /s/ James A. Bohannon, III | ||
| Printed Name: | James A. Bohannon, III |
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| Title: | Sole Member |
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Exhibit “A”
Wells
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Victoria County, Texas
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Exhibit “B”
Leases
LEASES
All Oil & Gas Leases and any renewal or extension thereof.
TEXAS | |||||
PETRODOME BLOOMINGTON, LLC | |||||
Victoria County, Texas | |||||
LESSOR | LESSEE | DATE | BOOK | PAGE | ENTRY NO. |
Marshall B. Heins | CSC Interests, Inc. | 05/03/2012 | 201211374 | ||
Robert Richard Dean | CSC Interests, Inc. | 05/03/2012 | 201211381 | ||
Douglas Wayne Stubblefield | CSC Interests, Inc. | 05/14/2012 | 201302280 | ||
Douglas Wayne Stubblefield | CSC Interests, Inc. | 10/29/2012 | 201302269 | ||
James Franklin Felkins | CSC Interests, Inc. | 05/30/2012 | 201211379 | ||
Nancy Lumpkins | CSC Interests, Inc. | 07/10/2012 | 201211384 | ||
Donald Copeland | CSC Interests, Inc. | 07/10/2012 | 201211377 | ||
John Cantu | CSC Interests, Inc. | 07/10/2012 | 201302279 | ||
James L. Allred, Jr. | CSC Interests, Inc. | 07/10/2012 | 201211375 | ||
Lisa Polk | CSC Interests, Inc. | 07/10/2012 | 201211386 | ||
Joe Ross Talbott, Jr. a/k/a Joe Talbott | CSC Interests, Inc. | 07/10/2012 | 201211389 | ||
Thomas Frederick Talbott, Jr. a/k/a Freddie Talbott | CSC Interests, Inc. | 07/10/2012 | 201211388 | ||
Chris Ann Cameron | CSC Interests, Inc. | 07/10/2012 | 201211378 | ||
First United Methodist Church Kerville Texas | CSC Interests, Inc. | 06/26/2012 | 201302281 | ||
First United Methodist Church Kerville Texas | CSC Interests, Inc. | 10/19/2012 | 201302270 | ||
O.H. Halk, Jr., et al | CSC Interests, Inc. | 07/19/2012 | 201302277 | ||
Daniel E. Cantu | CSC Interests, Inc. | 07/13/2012 | 201302278 | ||
Edwin Mark Stubblefield | CSC Interests, Inc. | 05/30/2012 | 201302287 | ||
Linda Rogers | CSC Interests, Inc. | 07/10/2012 | 201211387 | ||
Alice Geryk | CSC Interests, Inc. | 07/10/2012 | 201211382 | ||
Jeanna Ruth Hooker | CSC Interests, Inc. | 07/10/2012 | 201211383 | ||
Juanita Lucille Benoit | CSC Interests, Inc. | 05/30/2012 | 201211376 | ||
Bob L. Stubblefield | CSC Interests, Inc. | 05/30/2012 | 201302288 | ||
Bob L. Stubblefield, et al | CSC Interests, Inc. | 05/30/2012 | 201302276 | ||
Bob Harraid, et ux | CSC Interests, Inc. | 07/31/2012 | 201211380 | ||
James Nelson | CSC Interests, Inc. | 09/14/2012 | 201211385 | ||
Laura P. Johnson | CSC Interests, Inc. | 09/13/2012 | 201302283 | ||
Laura P. Johnson | CSC Interests, Inc. | 09/13/2012 | 201302272 | ||
Paula J. Hudnall | CSC Interests, Inc. | 09/26/2012 | 201302286 | ||
Paula J. Hudnall | CSC Interests, Inc. | 09/26/2012 | 201302275 | ||
Scott E. Stubblefield | CSC Interests, Inc. | 09/26/2012 | 201302284 | ||
Scott E. Stubblefield | CSC Interests, Inc. | 09/26/2012 | 201302273 | ||
Jeri A. Lewis | CSC Interests, Inc. | 09/26/2012 | 201302285 | ||
Jeri A. Lewis | CSC Interests, Inc. | 09/26/2012 | 201302274 | ||
Virginia Clark | CSC Interests, Inc. | 09/13/2012 | 201302282 | ||
Virginia Clark | CSC Interests, Inc. | 09/13/2012 | 201302271 | ||
Ernest M. Thomas, Jr. M.D. Incorporated Pension Fund | International Western Resources, LLC | 06/18/2012 | 201209733 | ||
Union Pacific Railroad Company (Memo) | Petrodome Bloomington, LLC | 05/05/2015 | 201506265 | ||
Phillip Huffines et al | Petrodome Bloomington, LLC | 10/21/2014 | 201500448 |
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Exhibit “C”
Assignment & Bill of Sale
(see attached)
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Signature Page to Purchase and Sale Agreement |
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EXHIBIT 2.5
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME PINEVILLE, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and BAY SPRINGS NORTH, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
Article I
Purchase and Sale of Assets; Effective Time; Purchase Price
1.1. Purchase and Sale of Assets. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, fifty percent (50%) of Seller’s right, title, and interest in and to the following described properties, rights, and interests (collectively, the “Assets”):
(a) the oil, gas and condensate wells (whether producing, temporarily abandoned or permanently abandoned) described on Exhibit A (collectively, the “Wells or Well”),
(b) and all oil and gas leases and mineral interests, and any associated units, including, to the extent applicable, those specifically described in Exhibit B and including all leasehold estates, fee mineral estates, royalty interests, overriding royalty interests, net profits interests, reversionary interests, or similar interests associated therewith (collectively, the “Leases”) and all lands covered thereby or lands pooled or unitized therewith and all lands covered by such Leases and interests;
(c) all rights, benefits, privileges, obligations and interests in any pooled area or proration unit in which the Wells are included or to which the Wells are attributable, to the extent such rights, benefits, privileges, obligations and interests arise from and are associated with the Wells, including, without limitation, those derived from any declaration or order of any governmental authority (collectively, the “Units or Unit”);
(d) all permits, easements, rights-of-way, licenses, contracts, servitudes, surface leases, surface use agreements, surface fee tracts, fee surface interests and any and all other similar rights, benefits, privileges, obligations and interests used or held for use in connection with the production, separation, gathering, treatment, processing, storing, transporting, sale or disposal of Hydrocarbons therefrom (collectively, the “Permits and Easements”);
(e) all tangible personal property, above ground and downhole equipment, installations, fixtures, improvements and other appurtenances, including, without limitation, all equipment, machinery, facilities, flow lines, gathering lines, gas lines, water lines, pipelines, power lines, tubing, valves, well pads, well heads, pumps, casing, caissons, motors, platforms, tank batteries, separators, treaters, rods, tanks, improvements, towers, SCADA equipment, radios, meters, computers, spare parts, compressors, pipe, vehicles, vessels, processing equipment and facilities, compression equipment and facilities and any and all other tangible personal property as the same are located on, appurtenant to and/or used or held for use in connection with the Wells, the Units, the Leases and/or the Permits and Easements (collectively, the “Equipment”);
(f) all agreements and contracts relating to the Assets as such are legally assignable (including assignable with consent), including, without limitation, all existing and effective sales, purchase, exchange, gathering, transportation, processing and gas contracts, operating agreements, balancing agreements, farmout agreements, farmin agreements, service agreements, exploration agreements, surface leases, permits and licenses, surface use agreements, other surface rights and any other contracts, agreements and instruments as the same relate to the Assets described herein (collectively, the “Related Contracts”);
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(g) all of the oil, gas and associated hydrocarbons as the same are produced from or attributable to the Leases, Wells and/or Units, or any property pooled or unitized therewith (including, without limitation, the Units), from and after the Effective Time, including, without limitation, any oil currently in storage on the Leases and even if such oil was produced prior to the Effective Time (collectively, the “Hydrocarbons”);
(h) all records and data relating to the Assets, including, without limitation, Well records, Unit records, Lease records, division order records, title records (including abstracts of title, title opinions, title reports, runsheets, mineral ownership reports and other muniments of title), engineering records, geological and geophysical records (including, without limitation, seismic data, reserve reports and interpretations thereof), technical data, correspondence, electronic data files, maps, production records, electric logs, core data, pressure data, decline curves, appraisals and accounting records and any and all other records and data as the same relate to the Assets described herein (collectively, the “Records”), to the extent such Records are in the possession or control of Seller or any of Seller’s affiliated or subsidiary entities;
(i) all proceeds, benefits, income or revenues with respect to the Assets attributable to periods from and after the Effective Time.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed that Seller shall retain, and the Assets shall not include, any and all of the following:
(A) Seller’s corporate, financial and tax records and legal files (except abstracts of title, title opinions, runsheets, mineral ownership reports and other muniments of title), except that Seller will make available to Buyer any tax records that are necessary for Buyer’s ownership, administration or operation of the Assets, which such records may be copied at Buyer’s expense; and
(B) all proceeds, benefits, income and/or revenues with respect to the Assets attributable to periods before the Effective Time.
1.2. Effective Time. The effective time for the sale and purchase of the Assets shall be 12:01 a.m. Central time on June 1, 2022 (the “Effective Time”).
1.3. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be one million six hundred fifty seven thousand five hundred dollars ($1,657,500).
Article II
Representations and Warranties
2.1. Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant to the other that the following statements are true and accurate as to itself, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Existence. It is a legal entity duly organized, validly existing and in good standing under the laws of its state of formation, is duly qualified to carry on its business in the states where the Assets are located where such qualification is required.
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(b) Legal Power. It has the legal power and right to enter into this Agreement and each agreement contemplated hereby to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. None of the execution and delivery of this Agreement or each agreement contemplated hereby to which it is or will be a party, the performance of its obligations hereunder or thereunder, or consummation of the transactions contemplated hereby or thereby will violate or conflict with (i) any provision of its organizational documents, (ii) any agreement or instrument to which it is bound or (iii) any applicable law, statute, ordinance, rule, regulation, code, permits, judgments, orders or decrees of any governmental authority (collectively, the “Laws”).
(c) Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
(d) Validity of Obligations. This Agreement and all other transaction documents it is to execute and deliver at Closing: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) upon execution, are enforceable against it in accordance with their respective terms.
(e) No Violation of Contractual Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any provision contains in agreements customary in the oil and gas industry relating to: (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated by this Agreement. Should such violation or restriction, as the case may be, arise hereafter, not to exceed six (6) months from the Closing Date hereof, the Seller or Buyer, as the case may be, shall take definitive steps to correct such issue in a manner so as to accommodate the requirements hereof.
(f) No Violation of Other Legal Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, violate any law, rule, regulation, ordinance, judgment, decree or order to which it or the Assets or any portion thereof is subject.
(g) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it.
(h) Brokers Fees. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, it has not incurred any obligation for brokers, finders or similar fees for which any other Party hereto would be liable.
(i) No Restraining Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its actual knowledge, threatened in writing against it before any court or governmental agency that seeks substantial damages in connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or any part of the transaction contemplated by this Agreement or any other transaction documents related hereto.
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2.2. Seller’s Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Lawsuits and Claims. There is no suit, action, litigation or proceeding in which Seller is a party and has been served with respect to the Property, and there is no suit, action, litigation, or proceeding threatened against Seller with respect to the Property, or against any of the Property, in each case, in any court, arbitration venue or other dispute resolution venue or otherwise by or before any governmental authority.
(b) Compliance with Laws. To the best of the Seller’s knowledge, it has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable Laws with respect to the ownership or maintenance of the Assets.
(c) Consents and Preferential Purchase Rights. To the best of the Seller’s knowledge, there are no third party preferential purchase rights, rights of first refusal or similar rights, or third party consents to assign or similar approvals, excluding consents ordinarily obtained after Closing, that are applicable to the transfer of the Assets by Seller to Buyer.
(d) Contracts. All contracts (including Related Contracts, but excluding oil and gas leases and associated contracts as such are related to the Wells which are no longer producing, and may be abandoned or temporarily abandoned) comprising any portion of the Assets are in full force and effect, and neither Seller nor, to Seller’s knowledge, any counterparty thereto, is in breach of any of its obligations thereunder.
(e) Leases. To the best of the Seller’s knowledge, all oil, gas and mineral leases (including Leases) included within the Assets are in full force and effect according to their respective terms and provisions and all rights granted thereby are valid and subsisting, and Seller has not received any written notices or demands affecting or relating to such rights. Seller is not in default with respect to any of its obligations thereunder and, to the knowledge of Seller, no counterparty thereto is in default with respect to any of its obligations thereunder.
(f) Compliance with Laws; Permits. To the best of the Seller’s knowledge, the Assets are in compliance in all material respects with, and have been operated in compliance with all material respects with, all applicable Laws. All necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership and operation of the Assets have been obtained and maintained in full force and effect.
(g) Environmental Matters. There are no formally noted or recorded uncured violations of any environmental Laws with respect to any of the Assets and no remediation obligations upon or arising from ownership or operation of any of the Assets under any environmental Law or any contracts relating to the Assets requiring any portion of the Assets to be kept in a better, higher, or more stringent environmental condition than that required by environmental Laws.
(h) Wells. To the best of the Seller’s knowledge, during Sellers ownership hereof, all wells (including Wells) that constitute part of the Assets have been drilled, completed, and operated in compliance in all material respects with (i) the oil, gas and mineral leases (including Leases) that constitute part of the Assets and (ii) all applicable Laws.
(i) Certain Interests; Liens; Mortgages. None of the Assets are subject to any type of payout, back-in, or other reversionary interest in favor of any third party. None of the Assets are subject to any type of lien or mortgage (other than those that will be discharged in full prior to the Closing).
(j) No Default. Seller has not received any written notice of default with respect to any order, writ, injunction, or decree of any court, commission or administrative agency in connection with the ownership of the Assets or any part thereof that would adversely affect the value of the Assets or Seller’s title thereto.
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(k) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, or a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2).
(l) Tax Matters. All tax returns with respect to any of the Assets have been timely filed and are true, correct, and complete in all material respects. All taxes (including, but not limited to, all ad valorem, property, production, severance, excise and other taxes and assessments (collectively, “Taxes”) with respect to any of the Assets (whether or not shown due on such tax returns) have been timely paid in full. There are no liens for Taxes (other than Taxes not yet due and payable) affecting any portion of the Assets. Seller has not received written notice of any pending claim against it (which remains outstanding) from any applicable governmental authority for assessment of Taxes with respect to any of the Assets, and, to Seller’s knowledge, no such claim has been threatened. To Seller’s knowledge, no written claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding any of the Assets. To Seller’s knowledge, no audit, administrative, judicial, or other proceeding with respect to Taxes with respect to any of the Assets has been commenced or is presently pending. None of Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
2.3 Buyer’s Representations and Warranties. By its execution of this Agreement, each entity comprising Buyer, as to such Buyer entity severally and not jointly or jointly and severally, represents and warrants to Seller that the following statements are true and accurate, as to itself in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Securities Laws. Buyer is acquiring the Assets for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules, or regulations.
2.4 Disclaimers.
(a) Use and Fitness. As to the Assets, except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any and all other use and fitness representation and warranties, express, implied, statutory, or otherwise. Buyer agrees that the Assets are being conveyed to Seller, and Seller accepts same, in its “AS IS”, “WHERE IS” condition, with all faults, except for the express representations and warranties contained herein or in any transaction document related hereto, including the special warranty of title contained in Section 3.1 (a) below and in the Conveyance. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any representation or warranty, whether express, implied, under common law, by statute or otherwise, or to the title or condition of the Assets. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller also expressly disclaims and negates any implied or express warranty at common law, by statute or otherwise relating to the accuracy of any information furnished with respect to the existence or extent of reserves or the value of the Assets based thereon or the condition or state of repair of the Assets.
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(b) Prior Use and Condition. Buyer acknowledges that the Assets have been utilized for the purpose of exploration, development, and production of oil and gas. Buyer also acknowledges that crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released, or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the ground around the Wells. In addition, Buyer acknowledges that some oilfield production equipment may contain naturally-occurring radioactive material (hereinafter referred to as “NORM”). Buyer acknowledges and agrees that, prior to the Effective Date of this Agreement, Buyer has been given adequate and timely access to and has access to the Assets, Seller’s records relating to the Assets, and public records regarding the Assets. Buyer hereby agrees to accept responsibility and liability for the past, present, and future condition of the Assets as the same relates to NORM.
(c) Environmental Condition. Without limiting the express representations and warranties contained herein or in any transaction document related hereto, Buyer acknowledges that it has been given sufficient opportunity to conduct its own environmental assessment of the Assets and satisfied itself with the environmental condition of the Assets.
Article III
Closing
3.1. Closing. Closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated and closed on or before August 1, 2022, or on such other date as the Parties may mutually agree in writing, and shall be consummated remotely by the execution and delivery of closing deliverables via e-mail with originals to follow immediately upon the request of any Party. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Closing, the following events shall occur, each being a condition precedent to the other and each being deemed to occur simultaneously:
(a) Conveyance. Seller and Buyer shall each execute, acknowledge and deliver to one another (i) an Assignment, Conveyance and Bill of Sale dated effective for all purposes as of the Effective Time, substantially in the form attached hereto as Exhibit C (the “Conveyance”), conveying the Assets to Buyer with special warranty of title by, through or under Seller, and (ii) such other assignments, bills of sale, certificates of title, deeds, or other instruments necessary to transfer the Assets to Buyer, in each case, dated effective for all purposes as of the Effective Time. After Closing, Buyer shall be responsible for filing and recording (at Buyer’s sole cost) the original fully executed and acknowledged Conveyance and any other instruments that must be filed and recorded to effectuate the transfer of the Assets.
(b) Release Instruments. Seller shall execute, acknowledge (if necessary) and deliver, or have executed, acknowledged (if necessary) and delivered, to Buyer recordable releases of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under Seller, but not otherwise, burdening the Assets or any portion thereof in a customary form reasonably acceptable to Buyer.
(c) Purchase Price. Buyer shall deliver to Seller the Purchase Price by wire transfer to an account designated in writing by Seller.
(d) Records. Seller shall deliver to Buyer the Records, to the extent such Records are in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller.
3.2. Seller’s Closing Conditions. The obligations of Seller to consummate the transactions contemplated hereby are subject, at the option of Seller, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Buyer at its sole election):
(a) Representations. The representations and warranties of Buyer shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
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(b) Performance. Buyer shall have performed all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Buyer in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
(d) Change of Operatorship. Operatorship of the Wells shall have been transferred from Petrodome Operating, LLC to an operator designated by the Buyer and acknowledged by the State.
3.3. Buyer’s Closing Conditions. The obligations of Buyer to consummate the transactions contemplated hereby are subject, at the option of Buyer, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Seller at its sole election):
(a) Representations. The representations and warranties of Seller shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
(b) Performance. Seller shall have performed all obligations, covenants, and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Seller in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
3.4. Certain Additional Covenants.
(a) Best Efforts to Consummate Transactions. Each Party agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the transactions as contemplated by this Agreement.
(b) Further Assurances. After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute, acknowledge (where appropriate), and deliver, or shall cause to be executed, acknowledged (where appropriate) and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to effectuate the transactions and agreements contemplated by this Agreement. Without limiting the foregoing, if any of the Assets are incorrectly or incompletely described herein or in the Assignment, the Parties shall work together in good faith to correct such incorrect or incomplete description.
(c) Records, Contracts and Files. Within five (5) business days after the Closing, all original or legible copies of the Records (including lease records, land records, existing contract, well files, well logs, core analyses, drilling records, and all other pertinent materials) pertaining to the Assets in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller shall be delivered to Buyer.
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(d) Notices after Closing. Seller shall promptly notify Buyer of its receipt after the Closing Date of any instrument(s), notification(s), or other document(s) affecting the Assets and shall promptly provide Buyer with a copy of such notice.
(e) Revenue of Other Party. If either Party receives revenues that belong to the other Party pursuant to this Agreement, then the Party receiving such revenues agrees to remit those revenues in immediately available funds to the other Party promptly, but in any event no later than the fifteenth (15th) day of the month following any month such revenues are received.
(f) Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Article IV
Apportionment of Liabilities; Indemnity Obligations
4.1. Apportionment of Liabilities.
(a) Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Wells, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
(b) Assumed Obligations. Without limiting the previous sentence in any way, from and after the Effective Time, Buyer will assume responsibility for (i) all obligations and liabilities related to the ownership, use or operation of the Assets that are attributable to periods from and after the Effective Time (collectively, the “Assumed Obligations”), and (ii) the Environmental Liabilities.
4.2. Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations.
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4.3. Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
4.4. Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER, AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY CAUSES, IN WHOLE OR IN PART, AN INDEMNIFIED CLAIM, INCLUDING, WITHOUT LIMITATION, INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY’S SOLE OR CONCURRENT NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR FAULT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING STATEMENT IS CONSPICUOUS, AFFORDS FAIR AND ADEQUATE NOTICE AND COMPLIES WITH THE EXPRESS NEGLIGENCE RULE.
4.5. Specific Performance. Without imitating any other remedies that may be available, each Party shall be entitled to specific performance of the other Party’s obligations under this Agreement
4.6. Notification. Within thirty (30) days after a third party has notified a Party in writing of a claim for which such Party (the “Indemnified Party”) is entitled to indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party so notified will notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of such claim at its own expense with counsel of its choosing, and the Indemnified Party will reasonably cooperate to make available all pertinent information under its control or in its possession. The Indemnified Party has the right to join in the defense of any such claim with counsel of its own choosing and at its own expense. Notwithstanding the notice requirement provided in this section, the right to indemnification under this Agreement shall not be affected by any failure to give or any delay in giving such notice unless, and then only to the extent that, the Indemnifying Party’s rights and remedies have been actually materially prejudiced as a result of such failure or delay
Article V
Termination
5.1. Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:
(a) by Seller, at Seller’s option, if any of the conditions set forth in Article 3.2 have not been satisfied on or before the Closing Date;
(b) by Buyer, at Buyer’s option, if any of the conditions set forth in Article 3.3 have not been satisfied on or before the Closing Date;
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(c) by the mutual written consent of the Parties; or
(d) by Seller or Buyer if the Closing shall not have occurred on or before August 1, 2022;
provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (a), or (b) above if such Party is at such time in material breach of any provision of this Agreement. If this Agreement is terminated by a Party because of the breach of this Agreement by the counter Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the failure of the other Party to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired. If the obligation to close the transactions contemplated hereby is terminated pursuant to any provision of this section, then this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a Party of any of its covenants or agreements hereunder.
Article VI
Miscellaneous
6.1. Subrogation of Warranties and Indemnities. To the extent transferable (including transferable with consent), Seller will assign and grant to Buyer, its successors and assigns (and Seller will execute any documentation reasonably necessary to effect such assignment and grant), the full power and right of substitution and subrogation in and to and all covenants and warranties (including, without limitation, warranties of title) and in and to all rights to indemnification (including, without limitation, environmental, injury to property or persons (including, without limitation, death and disability)) given or made with respect to the Assets or any part thereof by preceding owners, vendors, contractors or others
6.2. Notices. All notices and other communications required, permitted, or desired to be given hereunder must be in writing and sent by (a) registered or certified U.S. mail (return receipt requested), properly addressed as shown herein below, and with all postage or charges fully prepaid, (b) by hand delivery, (c) by facsimile transmission, or (d) by electronic mail transmission. Date of service by mail, hand delivery, facsimile or electronic mail is the date on which such notice or other communication is actually received by the addressee.
If to Seller:
| If to Buyer: |
Petrodome Pineville, LLC Attn: James Doris, Chairman 15915 Katy Freeway, Suite 450 Houston, TX 77094 Phone: 281-404-4387 Email: jdoris@vikingenergygroup.com | Bay Springs North, L.L.C. Attn: Houdit Makabeh, Secretary P.O. Box 835, Pinehurst, TX 77362 Phone: Email:
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Each Party may change its address by notifying the other Parties in writing.
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6.3 Exhibits; Entire Agreement; Amendments. The exhibits identified in this Agreement are incorporated herein by reference and made a part hereof for all purposes. This Agreement (together with all other agreements and instruments contemplated hereby to which the Parties are or will be a party) contains the entire agreement between the Parties with respect to the transaction covered hereby and thereby and supersedes all prior agreements between the Parties, oral or written, relating to the subject matter of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives of all Parties.
6.4 Binding Effect. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties, and conditions of this Agreement shall be enforceable by the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement (or any of its rights or obligations hereunder) to any other person or entity without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
6.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, then it shall be deemed deleted and the remainder of this Agreement shall continue in full force and effect.
6.6 Interpretation. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. In the event an ambiguity or question of intent or interpretation arises, this Agreement and such ancillary agreements shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or such ancillary agreement. The words “include,” “includes” or “including” (or any other tense or variation of the word “include”) in this Agreement shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms contained in this Agreement are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. References herein to the “knowledge” of a Party, shall mean the knowledge of such Party and any of its officers or management level personnel, as a prudent business person, could have obtained after making reasonable inquiry with respect to the particular matter in question, including reasonable inquiry of any other appropriate employees and contractors of such Party.
6.7 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to any provision thereof that would result in the application of the laws of another jurisdiction.
6.8 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY(IES) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY(IES) HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT SHALL BE EXCLUSIVELY LITIGATED IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
|
Purchase and Sale Agreement |
11 |
6.9 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
6.10 Survival. All of the representations and warranties included or provided for in this Agreement or any transaction documents related hereto shall survive Closing for the full applicable statute of limitations. All of the covenants and agreements that are to be performed on or prior to the Closing Date shall terminate as of the Closing Date. Unless expressly stated herein to the contrary, all of the covenants, agreements and indemnities that are to be performed from and after the Closing Date and the special warranty of title contained in the Conveyance shall survive without time limit
6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which when taken together shall constitute but one and the same instrument. Signatures exchanged by fax or pdf signatures shall be considered binding.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
|
Purchase and Sale Agreement |
12 |
This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
| SELLER: |
| |
|
|
|
|
| PETRODOME PINEVILLE, LLC |
| |
|
|
|
|
| By: | /s/ James A. Doris |
|
|
|
|
|
| Printed Name: James A. Doris |
| |
|
|
|
|
| Title: Chairman |
|
|
Purchase and Sale Agreement |
13 |
This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
| BUYER: |
| |
|
|
|
|
| BAY SPRINGS NORTH, L.L.C. |
| |
|
|
|
|
| By: | /s/ Houdit Makabeh |
|
|
|
|
|
| Printed Name: Houdit Makabeh |
| |
| Title: Secretary |
|
|
Purchase and Sale Agreement |
14 |
Exhibit “A”
Wells
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
PETRODOME PINEVILLE, LLC |
|
|
|
|
|
Jasper County, Mississippi | WI | NRI |
Ulmer 28-1 | 0.497721355 | 0.372073385 |
Brown 28-1#1 | 0.5 | 0.3535 |
Smith County, Mississippi |
|
|
Plum Creek 23-1 #1 | 0.497721355 | 0.372073385 |
|
Purchase and Sale Agreement |
15 |
Exhibit “B”
Leases
LEASES
All Oil & Gas Leases and any renewal or extension thereof.
|
Purchase and Sale Agreement |
16 |
Ruff, Marguerite | Renpetco II, LLC | 3/9/2014 |
|
| 21401374 |
Burnett, Claudia | Renpetco II, LLC | 1/27/2014 |
|
| 21401375 |
Stubbs, Jimmy | Renpetco II, LLC | 2/12/2014 |
|
| 21401376 |
Shaffer, Cynthia Rogers | Renpetco II, LLC | 12/12/2013 |
|
| 21401377 |
Kennedy, Mary Jane Jones | Renpetco II, LLC | 1/21/2014 |
|
| 21401378 |
Teter, Kim Loch | Renpetco II, LLC | 1/16/2014 |
|
| 21401379 |
Nichols, Mary Griffin A. | Renpetco II, LLC | 3/10/2014 |
|
| 21401380 |
Jones, Jay Talbert | Renpetco II, LLC | 1/21/2014 |
|
| 21401381 |
Clampitt, Robert Hilton | Renpetco II, LLC | 11/27/2013 |
|
| 21401382 |
Shook, Hope | Renpetco II, LLC | 2/15/2014 |
|
| 21401383 |
Malone, Linda Gail Jones | Renpetco II, LLC | 3/12/2014 |
|
| 21401384 |
McMahon, Elizabeth L. | Renpetco II, LLC | 1/30/2014 |
|
| 21401385 |
King, Cynthia Anne | Renpetco II, LLC | 11/27/2013 |
|
| 21401386 |
Wedemeyer, Cristy Loch | Renpetco II, LLC | 1/16/2014 |
|
| 21401387 |
McComb, Catherine Jones | Renpetco II, LLC | 1/16/2014 |
|
| 21401388 |
Wiginton, Michelle | Renpetco II, LLC | 11/27/2013 |
|
| 21401389 |
Stringer, Jo Nell Eddins | Renpetco II, LLC | 2/12/2014 |
|
| 21401390 |
Bufkin, Mary Jones | Renpetco II, LLC | 3/12/2014 |
|
| 21401391 |
Lamb, Sharon R. | Renpetco II, LLC | 3/13/2014 |
|
| 21401392 |
Alexander, Susan | Renpetco II, LLC | 3/20/2014 |
|
| 21401393 |
Hodgson, Christopher | Renpetco II, LLC | 11/27/2013 |
|
| 21401394 |
Bonnie Langston Memorial Scholarship Trust | Renpetco II, LLC | 2/4/2014 |
|
| 21401395 |
Massey, Priscilla | Renpetco II, LLC | 1/28/2014 |
|
| 21401396 |
Holder, Alison | Renpetco II, LLC | 2/13/2014 |
|
| 21401397 |
Rogers, III, William Clinton | Renpetco II, LLC | 3/13/2014 |
|
| 21401398 |
Lay, A.K. Jr. & Marsha G. | Renpetco II, LLC | 2/13/2014 |
|
| 21401399 |
Brooks, James J. | Renpetco II, LLC | 1/30/2014 |
|
| 21401400 |
Denson, William Lloyd & Sharon Lay | Renpetco II, LLC | 2/13/2014 |
|
| 21401401 |
Schroll, Katheryn Gene Scott | Renpetco II, LLC | 1/16/2014 |
|
| 21401402 |
Burton, Gweneth T. | Renpetco II, LLC | 4/10/2014 |
|
| 21401403 |
Alexander, Sara Margaret | Renpetco II, LLC | 2/12/2014 |
|
| 21401404 |
Toruno, Margaret | Renpetco II, LLC | 2/4/2014 |
|
| 21401405 |
Wallace, Jennifer Wilkins | Renpetco II, LLC | 3/18/2014 |
|
| 21401406 |
Rogers, Brett Allen | Renpetco II, LLC | 3/13/2014 |
|
| 21401407 |
Massey, John B. | Renpetco II, LLC | 1/28/2014 |
|
| 21401408 |
Turpin, Mary Lou Cole | Renpetco II, LLC | 1/17/2014 |
|
| 21401409 |
Scibal, Charlene H. | Renpetco II, LLC | 1/15/2014 |
|
| 21401410 |
Hodgson, John | Renpetco II, LLC | 11/27/2013 |
|
| 21401411 |
Ishee, Pamela T. | Renpetco II, LLC | 4/10/2014 |
|
| 21401412 |
Metz, Jerry L. | Renpetco II, LLC | 12/19/2013 |
|
| 21401413 |
Massey, Dr. Walter Boyd | Renpetco II, LLC | 1/28/2014 |
|
| 21401414 |
Hodgson, Marlin | Renpetco II, LLC | 11/27/2013 |
|
| 21401415 |
Leavitt, Scott | Renpetco II, LLC | 4/17/2014 |
|
| 21401416 |
Kilbride, Wendi | Renpetco II, LLC | 12/27/2013 |
|
| 21401417 |
Davidson, Roberta H. | Renpetco II, LLC | 1/15/2014 |
|
| 21401418 |
Sumrall Family Partnership | Renpetco II, LLC | 1/27/2014 |
|
| 21401419 |
Clark, Joyce A. | Renpetco II, LLC | 1/16/2014 |
|
| 21401420 |
Jones, Patricia D. Hinton | Renpetco II, LLC | 1/13/2014 |
|
| 21401421 |
Rogers, Susan Couch | Renpetco II, LLC | 3/13/2014 |
|
| 21401422 |
Jones, William Bryan | Renpetco II, LLC | 1/21/2014 |
|
| 21401423 |
Peek, Cathy | Renpetco II, LLC | 1/27/2014 |
|
| 21401424 |
Carter, David M. | Renpetco II, LLC | 4/8/2014 |
|
| 21401425 |
Houston, R.K. Jr & Alice G. | Renpetco II, LLC | 2/5/2014 |
|
| 21401426 |
Miller, David W. | Renpetco II, LLC | 4/8/2014 |
|
| 21401427 |
Fail, Joseph D. | Renpetco II, LLC | 1/13/2014 |
|
| 21401428 |
Tuszynski, Tyler C. | Renpetco II, LLC | 2/11/2014 |
|
| 21401429 |
Wilkins, Martin Lyle | Renpetco II, LLC | 3/18/2014 |
|
| 21401430 |
Higgins, Patsy Ruth H. | Renpetco II, LLC | 2/5/2014 |
|
| 21401431 |
Welch, Ellen | Renpetco II, LLC | 4/18/2014 |
|
| 21401432 |
Loch, Jeff | Renpetco II, LLC | 1/16/2014 |
|
| 21401433 |
Wilkins, James Donald | Renpetco II, LLC | 3/5/2014 |
|
| 21401434 |
Adams, Linda Kay Widener | Renpetco II, LLC | 1/29/2014 |
|
| 21401435 |
Robinson, Mary Horn | Renpetco II, LLC | 3/5/2014 |
|
| 21401437 |
Eddins, Jr., Rufus O. | Renpetco II, LLC | 2/21/2014 |
|
| 21401438 |
Palmer, Sandra Holliday | Renpetco II, LLC | 3/5/2014 |
|
| 21401439 |
Lasseter, Jennifer A. | Renpetco II, LLC | 2/18/2014 |
|
| 21401440 |
Loftis, Dianna H. | Renpetco II, LLC | 3/20/2014 |
|
| 21401441 |
McCollum, Jerrald Douglas | Renpetco II, LLC | 2/5/2014 |
|
| 21401442 |
Bradford, Melinda Alexander | Renpetco II, LLC | 3/20/2014 |
|
| 21401443 |
Wilkins, Pat Allen | Renpetco II, LLC | 3/18/2014 |
|
| 21401444 |
Holder, Richard C. | Renpetco II, LLC | 12/12/2013 |
|
| 21401445 |
Bingham, Edward A. and Vickey | Renpetco II, LLC | 12/12/2013 |
|
| 21401445 |
Alexander, Jr., William Harrison & Donna F. | Renpetco II, LLC | 3/5/2014 |
|
| 21401446 |
Alexander, Joe Franklin | Renpetco II, LLC | 3/5/2014 |
|
| 21401447 |
Bingham, Joseph L. | Renpetco II, LLC | 12/12/2013 |
|
| 21401448 |
Alexander, Nora Joyce G. | Renpetco II, LLC | 3/5/2014 |
|
| 21401449 |
Rogers, Robert R. | Renpetco II, LLC | 12/12/2013 |
|
| 21401450 |
Leavitt, Brian Keith | Renpetco II, LLC | 4/21/2014 |
|
| 21401451 |
Bingham, Edward A. and Vickey | Renpetco II, LLC | 2/19/2014 |
|
| 21401452 |
Sullivan, Beverly M. | Renpetco II, LLC | 3/29/2014 |
|
| 21401453 |
Sumrall Family Partnership, William B. Sumrall | Clovelly Oil Company, LLC | 10/7/2013 |
|
| 21401454 |
Bingham, Joseph L. | Renpetco II, LLC | 2/19/2014 |
|
| 21401455 |
Simon, Linda Miley | Renpetco II, LLC | 3/29/2014 |
|
| 21401456 |
Smith, Christina Pigg | Renpetco II, LLC | 12/2/2013 |
|
| 21401457 |
Smith, Christine Pigg | Clovelly Oil Company, LLC | 10/9/2013 |
|
| 21401458 |
Evans, III, James J. | Renpetco II, LLC | 12/2/2013 |
|
| 21401459 |
Evans, III, James J. | Clovelly Oil Company, LLC | 10/9/2013 |
|
| 21401460 |
Pigg, Patricia E. | Renpetco II, LLC | 12/2/2013 |
|
| 21401461 |
Pigg, Patricia E. | Clovelly Oil Company, LLC | 10/9/2013 |
|
| 21401462 |
Conerly, III, Lamar A. | Renpetco II, LLC | 12/2/2013 |
|
| 21401463 |
Fail, Charles F. & Dorothea C. | Renpetco II, LLC | 3/5/2014 |
|
| 21401464 |
Conerly, III, Lamar A. | Clovelly Oil Company, LLC | 10/9/2013 |
|
| 21401465 |
McNeil, Mike & Susan | Renpetco II, LLC | 3/5/2014 |
|
| 21401466 |
McCurdy, Betsy B. | Renpetco II, LLC | 4/28/2014 |
|
| 21401467 |
Hazard, Anna Hart | Clovelly Oil Company, LLC | 10/23/2013 |
|
| 21401468 |
Fail, Cy F. & Pamela R. | Renpetco II, LLC | 3/5/2014 |
|
| 21401469 |
Zollenberg, Chrissy Burnett | Renpetco II, LLC | 4/28/2014 |
|
| 21401470 |
McFarland, Sr., Robert R. | Clovelly Oil Company, LLC | 10/23/2013 |
|
| 21401471 |
Brown, James R. and Nancy J. | Renpetco II, LLC | 1/6/2014 |
|
| 21401472 |
|
Purchase and Sale Agreement |
17 |
McLeod, Jo Anne | Clovelly Oil Company, LLC | 10/23/2013 |
|
| 21401473 |
Smith, Richard V. | Renpetco II, LLC | 4/10/2014 |
|
| 21401474 |
Brown Development Properties, LLC | Renpetco II, LLC | 1/6/2014 |
|
| 21401475 |
Brown, Thomas E. and Barbara L. | Renpetco II, LLC | 1/6/2014 |
|
| 21401476 |
Brown Timberlands, LLC | Renpetco II, LLC | 1/6/2014 |
|
| 21401477 |
Seymour, Stephanie | Renpetco II, LLC | 7/29/2014 |
|
| 21401481 |
Burnett, Jr., John Robert | Renpetco II, LLC | 4/28/2014 |
|
| 21401483 |
McCormick, Richard H. | Renpetco II, LLC | 7/29/2014 |
|
| 21401484 |
Mississippi Power Company, a MS Corporation | Renpetco II, LLC | 6/9/2014 |
|
| 21401485 |
Jefcoat, Craig A. & Debbie G. | Renpetco II, LLC | 7/29/2014 |
|
| 21401487 |
Craft, Alex | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401488 |
Pickens, Owen | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401490 |
Craft, Jackie | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401492 |
Jones, Ethel Lee Quince | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401493 |
Quince, Eddie | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401494 |
Walker, Paul L. | Renpetco II, LLC | 5/8/2013 |
|
| 21401495 |
Shook, Hope | Renpetco II, LLC | 5/20/2013 |
|
| 21401496 |
Quince, Willie K. | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401497 |
Alexander, Sara Margaret | Renpetco II, LLC | 5/20/2013 |
|
| 21401498 |
Hodgson, Marlin | Renpetco II, LLC | 6/10/2013 |
|
| 21401499 |
Smith, Joyce S. | Renpetco II, LLC | 5/21/2013 |
|
| 21401500 |
Wiginton, Michelle A. | Renpetco II, LLC | 6/10/2013 |
|
| 21401501 |
Bingham, Joseph L. | Renpetco II, LLC | 5/20/2013 |
|
| 21401502 |
Abney, Robert L. III | Renpetco II, LLC | 7/30/2013 |
|
| 21401503 |
Edmonson, Van Kersh | Renpetco II, LLC | 5/21/2013 |
|
| 21401504 |
Watson, Jo Helen Potts | Renpetco II, LLC | 8/17/2013 |
|
| 21401505 |
Eddins, Jr., Rufus O. | Renpetco II, LLC | 5/20/2013 |
|
| 21401506 |
Ward, Robert R. | Renpetco II, LLC | 5/22/2013 |
|
| 21401507 |
Clampitt, Robert Hilton | Renpetco II, LLC | 8/20/2013 |
|
| 21401508 |
Rogers, Jeanne Y. | Renpetco II, LLC | 5/22/2013 |
|
| 21401509 |
Sumrall Family Partners, L.P. | Renpetco II, LLC | 5/28/2013 |
|
| 21401510 |
Stubbs, Jimmy | Renpetco II, LLC | 5/20/2013 |
|
| 21401511 |
Musgrove, Carolyn Anderson | Renpetco II, LLC | 5/20/2013 |
|
| 21401512 |
Eddins, Sammy B. | Renpetco II, LLC | 5/20/2013 |
|
| 21401513 |
Brown, Sandra Anderson | Renpetco II, LLC | 5/20/2013 |
|
| 21401514 |
Bingham, Edward A. | Renpetco II, LLC | 5/20/2013 |
|
| 21401515 |
Brown, J.R. | Renpetco II, LLC | 5/20/2013 |
|
| 21401516 |
Stringer, Jo Nell Eddins | Renpetco II, LLC | 5/20/2013 |
|
| 21401517 |
Henson, Jane Eddins | Renpetco II, LLC | 5/20/2013 |
|
| 21401518 |
Lasseter, Jennifer Anderson | Renpetco II, LLC | 5/20/2013 |
|
| 21401519 |
Craft, Ruddy | Clovelly Oil Company, LLC | 6/20/2013 |
|
| 21401520 |
Formby, Jean | Renpetco II, LLC | 6/10/2013 |
|
| 21401521 |
Hodgson, Christopher | Renpetco II, LLC | 6/10/2013 |
|
| 21401522 |
King, Cynthia Anne | Renpetco II, LLC | 8/20/2013 |
|
| 21401523 |
Bartolino, Jamie Lauren | Clovelly Oil Company, LLC | 12/22/2011 |
|
| 21401592 |
Bartolino, Jeffrey David | Clovelly Oil Company, LLC | 12/22/2011 |
|
| 21401593 |
The Laster Family Limited Partnership | Clovelly Oil Company, LLC | 1/5/2012 |
|
| 21401594 |
Hare, Stacy | Clovelly Oil Company, LLC | 4/1/2012 |
|
| 21401595 |
Lyons, Cynthia L. Russell | Clovelly Oil Company, LLC | 1/18/2012 |
|
| 21401596 |
Lyons, William Hughes | Clovelly Oil Company, LLC | 1/18/2012 |
|
| 21401597 |
McCormick, Dr. Eric C. | Clovelly Oil Company, LLC | 11/29/2011 |
|
| 21401617 |
Simmons, Thomas R. and Donis G. | Clovelly Oil Company, LLC | 11/21/2011 |
|
| 21401618 |
Holder, John R. and Doris G. | Clovelly Oil Company, LLC | 11/21/2011 |
|
| 21401619 |
Martin, Kathryn | Renpetco II, LLC | 5/3/2014 |
|
| 21401760 |
Livingston, June Gail | Renpetco II, LLC | 5/14/2014 |
|
| 21401761 |
Martin, Jeff Donald | Renpetco II, LLC | 5/3/2014 |
|
| 21401762 |
Cole, John M. | Renpetco II, LLC | 3/7/2014 |
|
| 21401763 |
Buckley, Frankie Jean | Renpetco II, LLC | 5/14/2014 |
|
| 21401764 |
Rogers, Patricia | Renpetco II, LLC | 4/21/2014 |
|
| 21401765 |
Cowden, Polly Jane Martin | Renpetco II, LLC | 5/3/2014 |
|
| 21401766 |
Mueller, Henry J. | Renpetco II, LLC | 4/4/2014 |
|
| 21401767 |
Cowden, Polly Martin | Renpetco II, LLC | 5/3/2014 |
|
| 21401768 |
Parker, Troy & Candace | Renpetco II, LLC | 9/8/2014 |
|
| 21402072 |
Bonnie Compton Whitaker Trust & Charles G. Gates Estate | Renpetco II, LLC | 7/9/2014 |
|
| 21402098 |
Conoco Phillips Company | Renpetco II, LLC | 9/20/2014 |
|
| 21402149 |
William Beanland Residuary Trust, Wells Fargo Agent | Renpetco II, LLC | 9/2/2014 |
|
| 21402600 |
Belcher, Dinah | Renpetco II, LLC | 9/29/2014 |
|
| 21402601 |
Spann, Rachel | Renpetco II, LLC | 9/29/2014 |
|
| 21402602 |
Ely, Brian A. & Cari H. | Renpetco II, LLC | 7/29/2014 |
|
| 21402603 |
Sims, Billy | Renpetco II, LLC | 9/29/2014 |
|
| 21500056 |
Sims, Donald | Renpetco II, LLC | 9/29/2014 |
|
| 21500057 |
Sheilds, Margaret | Renpetco II, LLC | 9/29/2014 |
|
| 21500058 |
Cole, Ann Buatt | Renpetco II, LLC | 2/20/2015 |
|
| 21500401 |
|
|
|
|
| 21500402 |
Meeler, Ellen Sims | Renpetco II, LLC | 1/20/2015 |
|
| 21500437 |
Saunders, Peggy Sims | Renpetco II, LLC | 1/20/2015 |
|
| 21500439 |
Sims, Patsy | Renpetco II, LLC | 1/20/2015 |
|
| 21500549 |
Sims, Howard Alan | Renpetco II, LLC | 1/20/2015 |
|
| 21500551 |
Glisson, William J. | Clovelly Oil Company, LLC | 8/28/2013 |
|
| 21501341 |
Gaudet, Amy S. | Renpetco II, LLC | 1/20/2015 |
|
| 21501367 |
Sims, Hester | Renpetco II, LLC | 1/20/2015 |
|
| 21501368 |
Vierson Oil & Gas Co. | Renpetco II, LLC | 8/1/2015 |
|
| 21501664 |
Jean Formby | Petrodome Pineville, LLC | 03/04/2016 |
|
| 21601027 |
LESSOR | LESSEE (SMITH COUNTY) | DATE | BOOK | PAGE | ENTRY NO. |
Cynthia Rogers Shaffer | RENPETCO II, LLC | 02/19/2014 |
|
| 21401318 |
Robert R. Rogers | RENPETCO II, LLC | 02/19/2014 |
|
| 21401319 |
Richard C. Holder | RENPETCO II, LLC | 02/19/2014 |
|
| 21401320 |
James J. Evans, III | RENPETCO II, LLC | 02/24/2014 |
|
| 21401321 |
Christine Pigg Smith | RENPETCO II, LLC | 02/24/2014 |
|
| 21401322 |
Patricia E. Pigg | RENPETCO II, LLC | 02/24/2014 |
|
| 21401323 |
Lamar A. Conerly, III | RENPETCO II, LLC | 02/24/2014 |
|
| 21401324 |
Percy Ray Worley and his wife Barbara Ann Tynes Worley | RENPETCO II, LLC | 04/02/2014 |
|
| 21401337 |
Emily Jane Hewitt Abraham | RENPETCO II, LLC | 04/04/2014 |
|
| 21401339 |
Joseph D. Hewitt | RENPETCO II, LLC | 04/04/2014 |
|
| 21401342 |
Edith V. Avenmarg | RENPETCO II, LLC | 02/04/2014 |
|
| 21401350 |
William H. Hewitt, Jr. | RENPETCO II, LLC | 04/04/2014 |
|
| 21401355 |
Dwayne Karns | RENPETCO II, LLC | 04/02/2014 |
|
| 21401357 |
Wilma Marcia Crain | RENPETCO II, LLC | 03/06/2014 |
|
| 21401365 |
|
Purchase and Sale Agreement |
18 |
Charles W. Heald | RENPETCO II, LLC | 03/19/2014 |
|
| 21401373 |
Brett Allen Rogers | RENPETCO II, LLC | 03/13/2014 |
|
| 21401407 |
Dinah Belcher | RENPETCO II, LLC | 09/29/2014 |
|
| 21402601 |
Rachel Spann | RENPETCO II, LLC | 09/29/2014 |
|
| 21402602 |
Billy Sims | RENPETCO II, LLC | 09/29/2014 |
|
| 21500056 |
Donald Sims | RENPETCO II, LLC | 09/29/2014 |
|
| 21500057 |
Margaret Shields | RENPETCO II, LLC | 09/29/2014 |
|
| 21500058 |
Ellen Sims Meeler | RENPETCO II, LLC | 01/20/2015 |
|
| 21500437 |
Peggy Sims Saunders | RENPETCO II, LLC | 01/20/2015 |
|
| 21500439 |
Patsy Sims | RENPETCO II, LLC | 01/20/2015 |
|
| 21500549 |
Howard Alan Sims | RENPETCO II, LLC | 01/15/2015 |
|
| 21500551 |
Amy S. Gaudet | RENPETCO II, LLC | 01/20/2015 |
|
| 21501367 |
Hester Sims | RENPETCO II, LLC | 01/20/2015 |
|
| 21501368 |
Jeffrey David Bartolino, a single man | Petrodome Pineville, LLC | 10/03/2016 |
|
| 21700078 |
Jamie Lauren Bartolino, a single woman | PETRODOME PINEVILLE LLC | 10/03/2016 |
|
| 21700079 |
John R. Holder | PETRODOME PINEVILLE LLC | 09/23/2016 |
|
| 21700084 |
Dr. Eric C. McCormick, a single man | RENPETCO II, LLC | 09/14/2016 |
|
| 21700086 |
Donis G. Simmons | PETRODOME PINEVILLE LLC | 09/23/2016 |
|
| 21700089 |
Thomas Marcus Simmons | PETRODOME PINEVILLE LLC | 09/23/2016 |
|
| 21700090 |
Grant, Randal | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202680 |
Reed, Deborah G. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202681 |
Rebovich, Bonnie G. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202682 |
Nair, Janis G. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202683 |
Hogue, Marlene G. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202685 |
Brown, Peggy Ruth | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202686 |
Brown, J.R. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202687 |
Alexander, Sara M. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202688 |
Brown, Thomas E. | Clovelly Oil Company, LLC | 11/8/2011 |
|
| 201202692 |
Wyatt, Robert W. | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202693 |
Wyatt, Jimmy Roy | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202694 |
Musgrove, Carolyn A. | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202695 |
Lasseter, Jennifer A. | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202696 |
Wyatt, Joe M. | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202697 |
Dunn, Susan Eddins | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202698 |
Eddins, Rufus O. Jr. | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202705 |
Eddins, Sammy | Clovelly Oil Company, LLC | 11/17/2011 |
|
| 201202706 |
Stringer, Jo Nell Eddins | Clovelly Oil Company, LLC | 11/17/2011 |
|
| 201202707 |
Stubbs, Jimmy | Clovelly Oil Company, LLC | 11/17/2011 |
|
| 201202716 |
Henson, Jane Eddins | Clovelly Oil Company, LLC | 11/17/2011 |
|
| 201202717 |
Rogers, Jeanne Y. | Clovelly Oil Company, LLC | 11/18/2011 |
|
| 201202718 |
Bingham, Joseph L. | Clovelly Oil Company, LLC | 11/21/2011 |
|
| 201202719 |
Bingham, Edward A. | Clovelly Oil Company, LLC | 11/21/2011 |
|
| 201202720 |
Brown, Sandra J. | Clovelly Oil Company, LLC | 11/16/2011 |
|
| 201202721 |
McEwen, Mabel A. | Clovelly Oil Company, LLC | 12/6/2011 |
|
| 201202722 |
Smith, Welton Lamar Jr. | Clovelly Oil Company, LLC | 12/2/2011 |
|
| 201202729 |
Peterson, Charlotte J.B. | Clovelly Oil Company, LLC | 12/20/2011 |
|
| 201202732 |
Brown, Michael P. | Clovelly Oil Company, LLC | 12/20/2011 |
|
| 201202733 |
Shelby, Cleo | Clovelly Oil Company, LLC | 1/9/2012 |
|
| 201202734 |
Currie, Wayne | Clovelly Oil Company, LLC | 1/13/2012 |
|
| 201202736 |
Brown, Deavors F. | Clovelly Oil Company, LLC | 1/18/2012 |
|
| 201202737 |
Currie, Mildred G. | Clovelly Oil Company, LLC | 2/1/2012 |
|
| 201202738 |
Martin, Joanna G. | Clovelly Oil Company, LLC | 2/1/2012 |
|
| 201202739 |
Mattox, Sara K. | Clovelly Oil Company, LLC | 1/18/2012 |
|
| 201202740 |
Wyatt, Diane R. | Clovelly Oil Company, LLC | 3/14/2012 |
|
| 201202744 |
Thomson, Julie | Clovelly Oil Company, LLC | 4/26/2012 |
|
| 201202745 |
Aoun, Tammy G. | Clovelly Oil Company, LLC | 2/1/2012 |
|
| 201202749 |
Powell, Billy | Clovelly Oil Company, LLC | 5/9/2012 |
|
| 201202750 |
Mattox, Sara K. | Renpetco II, LLC | 5/1/2013 |
|
| 201301521 |
Brown, Jr., Charles E. | Renpetco II, LLC | 5/1/2013 |
|
| 201301522 |
Brown, Peggy Ruth | Renpetco II, LLC | 5/1/2013 |
|
| 201301523 |
Brown, Devors F. | Renpetco II, LLC | 5/1/2013 |
|
| 201301524 |
Alexander, Sara Margaret | Renpetco II, LLC | 5/7/2013 |
|
| 201301531 |
Eddins, Sammy B. | Renpetco II, LLC | 5/7/2013 |
|
| 201301586 |
Stringer, Jo Nell Eddins | Renpetco II, LLC | 5/7/2013 |
|
| 201301587 |
Musgrove, Carolyn Anderson | Renpetco II, LLC | 5/14/2013 |
|
| 201301588 |
Brown, J.R. | Renpetco II, LLC | 5/7/2013 |
|
| 201301605 |
Bingham, Joseph L. | Renpetco II, LLC | 5/20/2013 |
|
| 201301777 |
Bingham, Edward A. | Renpetco II, LLC | 5/20/2013 |
|
| 201301778 |
Dunn, Susan Eddins | Renpetco II, LLC | 5/1/2013 |
|
| 201301779 |
Eddins, Jr., Rufus O. | Renpetco II, LLC | 5/20/2013 |
|
| 201301781 |
Stubbs, Jimmy | Renpetco II, LLC | 5/7/2013 |
|
| 201301782 |
Brown, Sandra Anderson | Renpetco II, LLC | 5/28/2013 |
|
| 201301783 |
Brown, Michael P. | Renpetco II, LLC | 5/7/2013 |
|
| 201301784 |
Lasseter, Jennifer Anderson | Renpetco II, LLC | 5/28/2013 |
|
| 201301867 |
Winders, Anne Shaddock | Renpetco II, LLC | 5/30/2013 |
|
| 201302039 |
Henson, Jane Eddins | Renpetco II, LLC | 5/7/2013 |
|
| 201302040 |
Wyatt, Sharon S. | Renpetco II, LLC | 5/8/2013 |
|
| 201302133 |
Black Stone Minerals Company, L.P. | Renpetco II, LLC | 1/3/2014 |
|
| 201400908 |
The Allar Company, EG3 Inc. | Renpetco II, LLC | 1/31/2014 |
|
| 201401903 |
EG3, Inc. | Renpetco II, LLC | 1/31/2014 |
|
| 201401904 |
Shook, Hope | Renpetco II, LLC | 5/28/2013 |
|
| 201401905 |
Strong Bros. Logging, Inc. | Renpetco II, LLC | 6/21/2013 |
|
| 201402540 |
Gable, Jerry | Renpetco II, LLC | 12/13/2013 |
|
| 201402541 |
Wilson, Howard D. | Renpetco II, LLC | 6/28/2013 |
|
| 201402542 |
Gable, Curtis | Renpetco II, LLC | 12/13/2013 |
|
| 201402543 |
Reynolds, Susan S. | Renpetco II, LLC | 11/6/2013 |
|
| 201402544 |
McEwen, Mabel A. | Renpetco II, LLC | 6/20/2013 |
|
| 201402545 |
Parker, Sandra S. | Renpetco II, LLC | 11/6/2013 |
|
| 201402547 |
Alexander Timber Company, LP | Renpetco II, LLC | 1/31/2014 |
|
| 201402548 |
Lockhart, James T. | Renpetco II, LLC | 1/29/2014 |
|
| 201402549 |
James T. Lockhart | RENPETCO II, LLC | 01/29/2014 |
|
| 201402549 |
Lockhart, Jr., Billy M. | Renpetco II, LLC | 1/29/2014 |
|
| 201402550 |
Tarver, Elizabeth L. | Renpetco II, LLC | 1/29/2014 |
|
| 201402551 |
Marx, Carolyn L. | Renpetco II, LLC | 1/29/2014 |
|
| 201402552 |
Moore, Lillian Wells | Renpetco II, LLC | 6/18/2013 |
|
| 201402553 |
Gunter, Barbara M. | Renpetco II, LLC | 6/12/2013 |
|
| 201402554 |
Longino, Jr., James Marion | Renpetco II, LLC | 6/17/2013 |
|
| 201402555 |
Marx, Carolyn L. | Renpetco II, LLC | 6/4/2014 |
|
| 201402556 |
Denson, Allyson | Renpetco II, LLC | 6/5/2013 |
|
| 201402557 |
|
Purchase and Sale Agreement |
19 |
|
Purchase and Sale Agreement |
20 |
King, Krystal | Renpetco II, LLC | 5/21/2014 |
|
| 201402825 |
Clarke, Elizabeth | Renpetco II, LLC | 7/26/2014 |
|
| 201402826 |
Dickerson Minerals, LLC | Renpetco II, LLC | 4/18/2014 |
|
| 201402827 |
Jackson, Kimberly Hanks | Renpetco II, LLC | 9/23/2013 |
|
| 201402828 |
Williamson, Howard Sr. | Renpetco II, LLC | 6/10/2014 |
|
| 201402829 |
Mendyk, Nora Boykin | Renpetco II, LLC | 7/10/2014 |
|
| 201402831 |
Herman, Mary Glenn | Renpetco II, LLC | 7/10/2014 |
|
| 201402832 |
Middleton, Bonnie Sue | Clovelly Oil Company, LLC | 12/20/2012 |
|
| 201402833 |
Phillips, J. Larry | Renpetco II, LLC | 7/10/2014 |
|
| 201402834 |
Pace, Margaret N. | Clovelly Oil Company, LLC | 6/25/2012 |
|
| 201402835 |
Boykin, Jerry Wayne | Renpetco II, LLC | 7/10/2014 |
|
| 201402836 |
Williams, Patricia Lynn Coutant | Renpetco II, LLC | 11/27/2013 |
|
| 201402837 |
Lyons, William Hughes | Renpetco II, LLC | 7/12/2014 |
|
| 201402838 |
Hare, Stacey | Renpetco II, LLC | 7/14/2014 |
|
| 201402839 |
Bartolino, Jamie Lauren | Renpetco II, LLC | 7/14/2014 |
|
| 201402840 |
Baugh, Mattie S. | Renpetco II, LLC | 7/10/2014 |
|
| 201402841 |
Bartolino, Jeffrey David | Renpetco II, LLC | 7/14/2014 |
|
| 201402842 |
Lyons, Cynthia L. Russell | Renpetco II, LLC | 7/12/2014 |
|
| 201402843 |
Lometa Hudnall Cox Trust #2 | Renpetco II, LLC | 4/23/2014 |
|
| 201402844 |
Martin, Bobbie | Renpetco II, LLC | 4/10/2014 |
|
| 201402845 |
Dove, Benjamin & Janie | Renpetco II, LLC | 5/21/2014 |
|
| 201402846 |
FABO II, LLC | Renpetco II, LLC | 12/4/2013 |
|
| 201402847 |
Boteler-Wood Properties, LLC | Renpetco II, LLC | 12/4/2013 |
|
| 201402848 |
Dyse, Mary Helen Dove | Renpetco II, LLC | 5/21/2014 |
|
| 201402849 |
Linehan, William Marston | Renpetco II, LLC | 11/26/2013 |
|
| 201402850 |
Dove, Michael | Renpetco II, LLC | 5/21/2014 |
|
| 201402851 |
Linehan, Earl Louis | Renpetco II, LLC | 11/26/2013 |
|
| 201402852 |
Grelling, Boren Edward | Renpetco II, LLC | 3/11/2014 |
|
| 201402853 |
Linehan, John J. | Renpetco II, LLC | 11/26/2013 |
|
| 201402854 |
Moffett, Lou Annie | Renpetco II, LLC | 5/21/2014 |
|
| 201402855 |
Linehan, Marsha Marie | Renpetco II, LLC | 11/26/2013 |
|
| 201402856 |
Haynes, Aline Marie | Renpetco II, LLC | 11/26/2013 |
|
| 201402857 |
Cooper, Mary Alice | Renpetco II, LLC | 5/21/2014 |
|
| 201402858 |
Ulmer, Mary Dove | Renpetco II, LLC | 5/21/2014 |
|
| 201402859 |
Ross, Ora Lee | Renpetco II, LLC | 5/21/2014 |
|
| 201402860 |
Carr, Jr., Charles | Renpetco II, LLC | 5/21/2014 |
|
| 201402861 |
Dove, Jimmy | Renpetco II, LLC | 5/21/2014 |
|
| 201402863 |
Ridgway Management, Inc. | Renpetco II, LLC | 3/10/2014 |
|
| 201402864 |
Grelling, Mae Ann | Renpetco II, LLC | 3/11/2014 |
|
| 201402866 |
Grelling, Terry Ann | Renpetco II, LLC | 3/11/2014 |
|
| 201402868 |
Tennyson, Anna Faye Hester | Renpetco II, LLC | 3/19/2014 |
|
| 201402869 |
Strickland, Kipp Edwin | Renpetco II, LLC | 4/7/2014 |
|
| 201402871 |
Cunningham, Shelia | Renpetco II, LLC | 5/21/2014 |
|
| 201402873 |
Agee, Mary | Renpetco II, LLC | 5/21/2014 |
|
| 201402875 |
Cunningham, Antion | Renpetco II, LLC | 5/21/2014 |
|
| 201402877 |
Dove, Jasmine | Renpetco II, LLC | 5/21/2014 |
|
| 201402879 |
Barbour, Genevieve McBee | Renpetco II, LLC | 11/8/2013 |
|
| 201402880 |
Barbour, Linda K. | Renpetco II, LLC | 11/8/2013 |
|
| 201402881 |
Daughtrey, K.R. | Renpetco II, LLC | 11/27/2013 |
|
| 201402882 |
Barbour, William H., Jr. | Renpetco II, LLC | 11/8/2013 |
|
| 201402883 |
PWU, LLC | Renpetco II, LLC | 1/7/2014 |
|
| 201402884 |
Russell, William Keith | Renpetco II, LLC | 5/30/2014 |
|
| 201402885 |
Grice, Joel S. | Renpetco II, LLC | 11/27/2013 |
|
| 201402886 |
Johnson, David S. | Renpetco II, LLC | 1/16/2014 |
|
| 201402889 |
Reinschmidt, Ginger | Renpetco II, LLC | 5/29/2014 |
|
| 201402890 |
Purzer, Janet Louise Johnson | Renpetco II, LLC | 1/16/2014 |
|
| 201402891 |
Russell, Brown William | Renpetco II, LLC | 5/22/2014 |
|
| 201402892 |
Parker, Judy Lynn | Renpetco II, LLC | 11/27/2013 |
|
| 201402893 |
Windham, Nancy L. | Renpetco II, LLC | 11/27/2013 |
|
| 201402894 |
Holzhauer, Deborah Russell | Renpetco II, LLC | 5/22/2014 |
|
| 201402896 |
Williams, Deborah Lynn Hamilton | Renpetco II, LLC | 10/25/2013 |
|
| 201402897 |
Griffin, Molly Elizabeth Hamilton | Renpetco II, LLC | 10/25/2013 |
|
| 201402898 |
Hamilton, William Calvin, II | Renpetco II, LLC | 10/25/2013 |
|
| 201402899 |
Purvis, W. Joe | Renpetco II, LLC | 7/10/2014 |
|
| 201402900 |
Phillips, Reed A. | Renpetco II, LLC | 7/10/2014 |
|
| 201402901 |
Boykin, Charles L. | Renpetco II, LLC | 7/10/2014 |
|
| 201402902 |
Ogden Sharon Hudnall Trust #2 | Renpetco II, LLC | 4/23/2014 |
|
| 201402903 |
Pirtle, Robert S. | Renpetco II, LLC | 4/23/2014 |
|
| 201402904 |
Roell, Dora L. | Renpetco II, LLC | 5/13/2014 |
|
| 201402905 |
T.C. Craighead & Company | Renpetco II, LLC | 5/6/2014 |
|
| 201402907 |
Cadoree, Jamie & James Darnell | Renpetco II, LLC | 6/10/2014 |
|
| 201402910 |
Boykin, Richard Lee | Renpetco II, LLC | 7/9/2014 |
|
| 201402912 |
Boykin, John William | Renpetco II, LLC | 7/9/2014 |
|
| 201402914 |
Blissett, Sylvia P. | Renpetco II, LLC | 7/10/2014 |
|
| 201402916 |
Smith, Stacey | Renpetco II, LLC | 6/10/2014 |
|
| 201402917 |
Broomfield, Dorothy Jean | Renpetco II, LLC | 6/10/2014 |
|
| 201402918 |
Chapman, Adielaide B. | Renpetco II, LLC | 5/16/2014 |
|
| 201402919 |
Chaltain, Jennifer Hanks | Renpetco II, LLC | 9/23/2013 |
|
| 201402920 |
Linehan, Michael Curtis | Renpetco II, LLC | 11/26/2013 |
|
| 201402921 |
Matthews, John, Jr. | Renpetco II, LLC | 1/28/2014 |
|
| 201402922 |
Matthews, Jane Y. | Renpetco II, LLC | 1/28/2014 |
|
| 201402923 |
Bradley, Edwina Harrison | Renpetco II, LLC | 8/21/2013 |
|
| 201402924 |
Merrell, Roxy Kay | Renpetco II, LLC | 7/10/2014 |
|
| 201402925 |
Morse, Lillie Boykin | Renpetco II, LLC | 7/10/2014 |
|
| 201402926 |
Boykin, James M. | Renpetco II, LLC | 7/10/2014 |
|
| 201402927 |
Boykin, Robert Stith | Renpetco II, LLC | 7/9/2014 |
|
| 201402928 |
Purvis, Doris K. | Renpetco II, LLC | 7/10/2014 |
|
| 201402929 |
Purvis, Schley Jr. | Renpetco II, LLC | 7/10/2014 |
|
| 201402930 |
McGowan, Willie | Renpetco II, LLC | 6/27/2014 |
|
| 201402931 |
Woods, Curtis | Renpetco II, LLC | 6/10/2014 |
|
| 201402932 |
Purvis, Mary P. | Renpetco II, LLC | 7/10/2014 |
|
| 201402933 |
Purvis, Charlie | Renpetco II, LLC | 7/10/2014 |
|
| 201402934 |
Lowery, Myra Frances | Renpetco II, LLC | 5/29/2014 |
|
| 201402936 |
Jones, Ethel Roell | Renpetco II, LLC | 5/16/2014 |
|
| 201402938 |
Winborne, Catherine Robinson | Renpetco II, LLC | 5/29/2014 |
|
| 201402939 |
Robinson, George Robert Jr. | Renpetco II, LLC | 5/29/2014 |
|
| 201402941 |
Lincoln, Mary Michelle | Renpetco II, LLC | 5/29/2014 |
|
| 201402943 |
Johnson, Janet Harrison | Renpetco II, LLC | 1/18/2014 |
|
| 201402945 |
Cutsinger, Pearl Ann Z. | Renpetco II, LLC | 1/18/2014 |
|
| 201402946 |
|
Purchase and Sale Agreement |
21 |
|
Purchase and Sale Agreement |
22 |
|
Purchase and Sale Agreement |
23 |
Lowery, Myra Frances | Renpetco II, LLC | 8/20/2014 |
|
| 201403358 |
Holzhauer, Deborah Russell | Renpetco II, LLC | 8/20/2014 |
|
| 201403359 |
Winborne, Catherine Robinson | Renpetco II, LLC | 8/20/2014 |
|
| 201403360 |
Robinson, Jr., George Robert | Renpetco II, LLC | 8/20/2014 |
|
| 201403361 |
JGW Oil Properties, LLC | Renpetco II, LLC | 8/14/2014 |
|
| 201403362 |
Bryant, Rhonda Ingram | Renpetco II, LLC | 8/20/2014 |
|
| 201403364 |
Ingram, Paul | Renpetco II, LLC | 8/20/2014 |
|
| 201403365 |
Hillman, Martha | Renpetco II, LLC | 8/20/2014 |
|
| 201403366 |
|
|
|
|
| 201403698 |
Ray, Katharine Marian | Renpetco II, LLC | 9/30/2014 |
|
| 201403700 |
Smith, Joyce Spell | Renpetco II, LLC | 9/20/2014 |
|
| 201403701 |
Turman, Andrea Marie | Renpetco II, LLC | 9/30/2014 |
|
| 201403702 |
Billingsley, Hope M. | Renpetco II, LLC | 9/5/2014 |
|
| 201403703 |
Nelson, TyLeste S. Billingsley | Renpetco II, LLC | 9/5/2014 |
|
| 201403704 |
Polk, Precious A. | Renpetco II, LLC | 9/5/2014 |
|
| 201403705 |
Bolton, Celestine | Renpetco II, LLC | 9/5/2014 |
|
| 201403706 |
Wilbon, Alvin | Renpetco II, LLC | 10/8/2014 |
|
| 201403707 |
Trustees of Open Bible Tabernacle, Inc | Renpetco II, LLC | 10/3/2014 |
|
| 201403708 |
Ellis-Autman, Cynthia | Renpetco II, LLC | 9/30/2014 |
|
| 201403709 |
Williamson, Hazel Wilbon | Renpetco II, LLC | 10/3/2014 |
|
| 201403710 |
Edmondson, Howard Hayden | Renpetco II, LLC | 9/30/2014 |
|
| 201403712 |
Callahan, Neal Davidson | Renpetco II, LLC | 9/30/2014 |
|
| 201403713 |
Edmondson, Robin Neal | Renpetco II, LLC | 9/25/2014 |
|
| 201403714 |
Clarke, Richard M. | Renpetco II, LLC | 9/25/2014 |
|
| 201403715 |
Triplett, Donald | Renpetco II, LLC | 9/26/2014 |
|
| 201403716 |
Williamson, Jr., Handy | Renpetco II, LLC | 8/14/2014 |
|
| 201403717 |
Thompson, L.C. | Renpetco II, LLC | 9/29/2014 |
|
| 201403718 |
Ducksworth, Emma | Renpetco II, LLC | 9/29/2014 |
|
| 201403719 |
Ducksworth, Emma Ruth | Renpetco II, LLC | 9/29/2014 |
|
| 201403720 |
Ducksworth, Martin L. | Renpetco II, LLC | 9/29/2014 |
|
| 201403721 |
Ducksworth, Essie Ruth | Renpetco II, LLC | 9/29/2014 |
|
| 201403722 |
Ducksworth, Bessie Lee | Renpetco II, LLC | 9/29/2014 |
|
| 201403723 |
McDonald, DeShawn | Renpetco II, LLC | 9/29/2014 |
|
| 201403724 |
Ducksworth, LaTasha | Renpetco II, LLC | 9/29/2014 |
|
| 201403725 |
Ducksworth, Danny | Renpetco II, LLC | 9/29/2014 |
|
| 201403726 |
Wilbon, Johnnie M. | Renpetco II, LLC | 8/5/2014 |
|
| 201403727 |
Wilbon, Chester | Renpetco II, LLC | 8/5/2014 |
|
| 201403728 |
Wilbon, Ronald Van | Renpetco II, LLC | 8/5/2014 |
|
| 201403729 |
Brown, Arlone Wilbon | Renpetco II, LLC | 8/5/2014 |
|
| 201403730 |
Corley, Vivien | Renpetco II, LLC | 9/16/2014 |
|
| 201403731 |
Alexander, Ruby Lee | Renpetco II, LLC | 8/4/2014 |
|
| 201403732 |
Hamilton, Marlene Sherrel | Renpetco II, LLC | 8/4/2014 |
|
| 201403733 |
Ellis, Alfred | Renpetco II, LLC | 8/14/2014 |
|
| 201403734 |
Moffett, Lela Ellis | Renpetco II, LLC | 8/14/2014 |
|
| 201403735 |
Quarells, Carlton Lee | Renpetco II, LLC | 8/12/2014 |
|
| 201403736 |
Wilbon, Randy | Renpetco II, LLC | 9/20/2014 |
|
| 201403737 |
Wilbon, Joush | Renpetco II, LLC | 9/20/2014 |
|
| 201403738 |
Arrington, Dorothy Ellis | Renpetco II, LLC | 8/18/2014 |
|
| 201403739 |
Holmes, Joyce Ellis | Renpetco II, LLC | 8/18/2014 |
|
| 201403740 |
Ellis, Larry | Renpetco II, LLC | 8/18/2014 |
|
| 201403741 |
Thompson, Gregory B. | Renpetco II, LLC | 8/14/2014 |
|
| 201403742 |
Thompson, William G. | Renpetco II, LLC | 8/14/2014 |
|
| 201403743 |
Washington, Helen Thompson | Renpetco II, LLC | 8/14/2014 |
|
| 201403744 |
Boykin, Maxine Thompson | Renpetco II, LLC | 8/14/2014 |
|
| 201403745 |
Smith, Bonnie Thompson | Renpetco II, LLC | 8/14/2014 |
|
| 201403746 |
Thompson, Louis D. | Renpetco II, LLC | 8/14/2014 |
|
| 201403747 |
Thompson, William A. | Renpetco II, LLC | 8/14/2014 |
|
| 201403748 |
Thompson, Leonard | Renpetco II, LLC | 8/14/2014 |
|
| 201403749 |
Wilbon, Jahanna E. | Renpetco II, LLC | 8/14/2014 |
|
| 201403750 |
Gentry, Ruby Lee Collum | Renpetco II, LLC | 7/26/2014 |
|
| 201403751 |
Hughes, Martha | Renpetco II, LLC | 9/29/2014 |
|
| 201403752 |
Duckworth, Larry James | Renpetco II, LLC | 9/29/2014 |
|
| 201403753 |
Gavin, Tessa | Renpetco II, LLC | 5/21/2014 |
|
| 201403754 |
Miller, Bryant G. | Renpetco II, LLC | 12/8/2014 |
|
| 201404190 |
Miller, David W. | Renpetco II, LLC | 12/8/2014 |
|
| 201404191 |
Peachtree Properties, LLC | Renpetco II, LLC | 12/8/2014 |
|
| 201404192 |
T.R. Clark, LLC | Renpetco II, LLC | 12/8/2014 |
|
| 201404193 |
Gardner Clark Family, LLC | Renpetco II, LLC | 12/8/2014 |
|
| 201404194 |
Hemeter Properties, LLC | Renpetco II, LLC | 12/8/2014 |
|
| 201404195 |
Winders, Anne Shaddock | Renpetco II, LLC | 12/26/2014 |
|
| 201404196 |
Shoemaker, Lillous F. | Renpetco II, LLC | 1/12/2015 |
|
| 201500069 |
Ruth Helen Williamson | RENPETCO II, LLC | 01/15/2015 |
|
| 201500091 |
Woodfox, Booker | Renpetco II, LLC | 5/21/2014 |
|
| 201500157 |
Burlington Resources Oil & Gas Company, L.P. | Renpetco II, LLC | 11/1/2014 |
|
| 201500158 |
Gavin, Gregory | Renpetco II, LLC | 5/21/2014 |
|
| 201500159 |
Cunningham, Damion | Renpetco II, LLC | 5/21/2014 |
|
| 201500160 |
Smith, Joyce Spell | Renpetco II, LLC | 12/22/2014 |
|
| 201500161 |
Williamson, Lucille | Renpetco II, LLC | 1/6/2015 |
|
| 201500163 |
Owens, Brandon | Renpetco II, LLC | 1/6/2015 |
|
| 201500164 |
Owens, Ollie Junior | Renpetco II, LLC | 1/6/2015 |
|
| 201500166 |
Williamson, Annie | Renpetco II, LLC | 1/6/2015 |
|
| 201500168 |
Sumrall, Teresa | Renpetco II, LLC | 7/26/2014 |
|
| 201500169 |
Forte, Gregory | Renpetco II, LLC | 9/24/2014 |
|
| 201500171 |
Forte, Linda | Renpetco II, LLC | 9/24/2014 |
|
| 201500172 |
Ducksworth, Mary Jo | Renpetco II, LLC | 9/29/2014 |
|
| 201500173 |
Hearn, Mary Nell | Renpetco II, LLC | 9/29/2014 |
|
| 201500174 |
Thompson, T.W. | Renpetco II, LLC | 9/29/2014 |
|
| 201500175 |
Autman, Danny Ray | Renpetco II, LLC | 9/29/2014 |
|
| 201500176 |
Autmon, Jr., Ceroy | Renpetco II, LLC | 9/29/2014 |
|
| 201500177 |
Coleman, Barbara | Renpetco II, LLC | 9/29/2014 |
|
| 201500178 |
Thompson, Roger A. | Renpetco II, LLC | 10/1/2014 |
|
| 201500179 |
Thompson, Jr., Eddison | Renpetco II, LLC | 10/1/2014 |
|
| 201500180 |
Thompson, Edwin | Renpetco II, LLC | 10/2/2014 |
|
| 201500181 |
Thompson, Edward | Renpetco II, LLC | 10/2/2014 |
|
| 201500183 |
Ellis, Curtis L. | Renpetco II, LLC | 9/30/2014 |
|
| 201500184 |
Endicott, Hazel Ellis | Renpetco II, LLC | 8/14/2014 |
|
| 201500186 |
Norris, Rosie Lee Wilbon | Renpetco II, LLC | 10/3/2014 |
|
| 201500187 |
Formby, Vicki | Renpetco II, LLC | 7/26/2014 |
|
| 201500188 |
Collum, Paul | Renpetco II, LLC | 7/26/2014 |
|
| 201500189 |
|
Purchase and Sale Agreement |
24 |
Willis, Beatrice | Renpetco II, LLC | 8/4/2014 |
|
| 201500190 |
Stingley, Jr., Jesse Earl | Renpetco II, LLC | 10/4/2014 |
|
| 201500191 |
Hamilton, Mayona | Renpetco II, LLC | 8/4/2014 |
|
| 201500192 |
Keene, Mildred Ellis | Renpetco II, LLC | 8/14/2014 |
|
| 201500193 |
Elrod, Lisa Dianne | Renpetco II, LLC | 9/30/2014 |
|
| 201500194 |
Triplett, Carolyn E. | Renpetco II, LLC | 10/16/2014 |
|
| 201500195 |
Triplett, III, O.B. | Renpetco II, LLC | 10/16/2014 |
|
| 201500196 |
Triplett, IV, O.B. | Renpetco II, LLC | 9/20/2014 |
|
| 201500197 |
Ferguson, Doris Laurin | Renpetco II, LLC | 9/30/2014 |
|
| 201500198 |
Davidow, James | Renpetco II, LLC | 9/30/2014 |
|
| 201500199 |
Davidow, Nova Virginia | Renpetco II, LLC | 9/30/2014 |
|
| 201500200 |
Alegria, Cheryl Davidow | Renpetco II, LLC | 9/30/2014 |
|
| 201500201 |
Stingley, Tonesha | Renpetco II, LLC | 10/4/2014 |
|
| 201500202 |
House, Henry | Renpetco II, LLC | 9/29/2014 |
|
| 201500204 |
House, Stephanie | Renpetco II, LLC | 9/29/2014 |
|
| 201500205 |
Autman, Bobbie Nell | Renpetco II, LLC | 9/29/2014 |
|
| 201500206 |
Ingrum, Kenny | Renpetco II, LLC | 9/29/2014 |
|
| 201500207 |
Miller, Sean | Renpetco II, LLC | 9/29/2014 |
|
| 201500208 |
Davidow, Joseph | Renpetco II, LLC | 9/30/2014 |
|
| 201500209 |
Davidow, Jeffrey | Renpetco II, LLC | 9/30/2014 |
|
| 201500210 |
Bridges, Margery Anna | Renpetco II, LLC | 9/30/2014 |
|
| 201500213 |
Purvis, Howard Jr. | Renpetco II, LLC | 7/10/2014 |
|
| 201500214 |
Jones, Mary Ann | Renpetco II, LLC | 9/29/2014 |
|
| 201500215 |
McLendon, Dessie L. | Renpetco II, LLC | 12/10/2014 |
|
| 201500216 |
Phillips, Robert R. Jr. | Renpetco II, LLC | 10/31/2014 |
|
| 201500217 |
Clarke, Mary K. | Renpetco II, LLC | 9/25/2014 |
|
| 201500219 |
Morse, Owen | Renpetco II, LLC | 9/25/2014 |
|
| 201500220 |
Alexander, Nora Joyce G. | Renpetco II, LLC | 11/6/2014 |
|
| 201500221 |
McLeod, Jo Anne | Renpetco II, LLC | 10/30/2014 |
|
| 201500222 |
McFarland, Sr., Robert P. | Renpetco II, LLC | 10/30/2014 |
|
| 201500223 |
Hazard, Anna Hart | Renpetco II, LLC | 10/30/2014 |
|
| 201500224 |
McFarland, Burns H. | Renpetco II, LLC | 10/30/2014 |
|
| 201500225 |
Johnson, Percy E. | Renpetco II, LLC | 10/20/2014 |
|
| 201500226 |
Murrell, Linda | Renpetco II, LLC | 9/29/2014 |
|
| 201500227 |
House, Robert Dale | Renpetco II, LLC | 9/29/2014 |
|
| 201500228 |
Easterling, Pansy Nell | Renpetco II, LLC | 9/29/2014 |
|
| 201500229 |
Sims, Sarah Ann | Renpetco II, LLC | 11/6/2014 |
|
| 201500230 |
Alexander, Sara Margaret | Renpetco II, LLC | 11/6/2014 |
|
| 201500231 |
Alexander, III, P.C. | Renpetco II, LLC | 11/6/2014 |
|
| 201500232 |
Nichols, Mary Griffin A. | Renpetco II, LLC | 11/6/2014 |
|
| 201500233 |
Alexander, Susan | Renpetco II, LLC | 11/6/2014 |
|
| 201500234 |
Alexander, Joe Franklin | Renpetco II, LLC | 11/6/2014 |
|
| 201500235 |
Alexander, Jr., William Harrison | Renpetco II, LLC | 11/6/2014 |
|
| 201500236 |
Morse, Judith | Renpetco II, LLC | 9/25/2014 |
|
| 201500237 |
Davidow, John | Renpetco II, LLC | 9/30/2014 |
|
| 201500238 |
Clarke, Joseph M. III | Renpetco II, LLC | 9/25/2014 |
|
| 201500239 |
Morse, Jim | Renpetco II, LLC | 9/25/2014 |
|
| 201500240 |
Johnson, Barbara T. | Renpetco II, LLC | 12/2/2014 |
|
| 201500241 |
Craft, Joseph | Renpetco II, LLC | 11/20/2014 |
|
| 201500242 |
JGW Oil Properties, LLC | Renpetco II, LLC | 1/17/2015 |
|
| 201500243 |
Talbert, Gary D. | Renpetco II, LLC | 12/2/2014 |
|
| 201500244 |
Robinson, Julia T. | Renpetco II, LLC | 12/2/2014 |
|
| 201500245 |
Brooks, Ramona T. | Renpetco II, LLC | 12/2/2014 |
|
| 201500246 |
Davis, Brenda T. | Renpetco II, LLC | 12/2/2014 |
|
| 201500247 |
Talbert, Alicia N. | Renpetco II, LLC | 12/2/2014 |
|
| 201500248 |
Tootle, Terry | Renpetco II, LLC | 12/2/2014 |
|
| 201500249 |
Fowler, Semekia E. Johnson | Renpetco II, LLC | 10/17/2014 |
|
| 201500250 |
Judith E. Hart Trust | Renpetco II, LLC | 12/2/2014 |
|
| 201500251 |
Morse, David | Renpetco II, LLC | 9/25/2014 |
|
| 201500252 |
Talbert, Dylan W. | Renpetco II, LLC | 12/2/2014 |
|
| 201500253 |
Green, Lena Mae Williamson | Renpetco II, LLC | 12/10/2014 |
|
| 201500254 |
Williamson, Billy Charles | Renpetco II, LLC | 12/10/2014 |
|
| 201500255 |
Hill, Torrey Cranford | Renpetco II, LLC | 1/24/2015 |
|
| 201500328 |
Cranford, John William | Renpetco II, LLC | 1/24/2015 |
|
| 201500329 |
|
|
|
|
| 201500687 |
ConocoPhillips Company | Renpetco II, LLC | 2/28/2015 |
|
| 201500832 |
Hughes, Louis Alan | Renpetco II, LLC | 12/1/2014 |
|
| 201500977 |
Aker, Jennifer | Renpetco II, LLC | 1/14/2015 |
|
| 201500978 |
|
|
|
|
| 201500979 |
Williamson, Ruthie Mae | Renpetco II, LLC | 1/15/2015 |
|
| 201500980 |
Bates, Charlene W. | Renpetco II, LLC | 1/6/2015 |
|
| 201500981 |
Williamson, Donnell | Renpetco II, LLC | 1/15/2015 |
|
| 201500982 |
Fabo II, LLC | Renpetco II, LLC | 2/6/2015 |
|
| 201500983 |
Williamson, Kenny | Renpetco II, LLC | 1/15/2015 |
|
| 201500984 |
Burke, Jr., Jack F. | Renpetco II, LLC | 1/15/2015 |
|
| 201500985 |
Roper, Jr., William Alford | Renpetco II, LLC | 12/31/2014 |
|
| 201500986 |
Krishna M. Young | RENPETCO II, LLC | 01/15/2015 |
|
| 201500987 |
Bayles, Edward | Renpetco II, LLC | 1/15/2015 |
|
| 201500988 |
McCullum, Georgia Ann M. | Renpetco II, LLC | 2/6/2015 |
|
| 201500989 |
Roberson, Joyce W. | Renpetco II, LLC | 1/6/2015 |
|
| 201500990 |
Williamson, Ruth Helen | Renpetco II, LLC | 1/15/2015 |
|
| 201500991 |
Edwards, J.B. | Renpetco II, LLC | 1/6/2015 |
|
| 201500993 |
Monroe, Julia | Renpetco II, LLC | 2/4/2015 |
|
| 201500994 |
Windom, Frank | Renpetco II, LLC | 2/4/2015 |
|
| 201500995 |
Roper, Richard Blair | Renpetco II, LLC | 12/31/2014 |
|
| 201500996 |
Johnson, Lawrence D. | Renpetco II, LLC | 10/20/2014 |
|
| 201500997 |
Larry, Lee Ester Williamson | Renpetco II, LLC | 1/15/2015 |
|
| 201500998 |
Johnson, Sr., Timothy O. | Renpetco II, LLC | 10/17/2014 |
|
| 201500999 |
Cranford, Thomas Miller | Clovelly Oil Company, LLC | 1/24/2015 |
|
| 201501001 |
Thomas Miller Cranford | RENPETCO II, LLC | 12/10/2014 |
|
| 201501001 |
Williamson, Herman C. | Renpetco II, LLC | 1/15/2015 |
|
| 201501002 |
Bo-War Limited Partnership | Renpetco II, LLC | 2/6/2015 |
|
| 201501003 |
Williamson, Dewitt Jr. | Renpetco II, LLC | 1/15/2015 |
|
| 201501004 |
Williamson, Nora | Renpetco II, LLC | 1/6/2015 |
|
| 201501005 |
Griffin, Annie R. | Renpetco II, LLC | 1/6/2015 |
|
| 201501006 |
Woodson, LaShelle G. | Renpetco II, LLC | 1/15/2015 |
|
| 201501007 |
Hugus Invesment Co., Inc. | Renpetco II, LLC | 2/17/2015 |
|
| 201501008 |
Steele, Doris W. | Renpetco II, LLC | 1/6/2015 |
|
| 201501009 |
BWT Oil Properties, LLC | Renpetco II, LLC | 1/21/2015 |
|
| 201501010 |
|
Purchase and Sale Agreement |
25 |
Owens, Roscoe Lee | Renpetco II, LLC | 2/4/2015 |
|
| 201501011 |
Beauregard, Jimetta | Renpetco II, LLC | 2/4/2015 |
|
| 201501012 |
Williamson, Queen Esther | Renpetco II, LLC | 1/15/2015 |
|
| 201501013 |
Moffett, Annie Marie Williamson | Renpetco II, LLC | 1/15/2015 |
|
| 201501014 |
Black, Marguerite Lynn Roper | Renpetco II, LLC | 12/31/2014 |
|
| 201501015 |
Roper, Jay Michael | Renpetco II, LLC | 12/31/2014 |
|
| 201501016 |
Booth, Elner Williamson | Renpetco II, LLC | 1/15/2015 |
|
| 201501017 |
McGill, Demarre | Renpetco II, LLC | 1/15/2015 |
|
| 201501018 |
Williamson, Roger | Renpetco II, LLC | 1/15/2015 |
|
| 201501019 |
Ashley, Andre | Renpetco II, LLC | 12/18/2014 |
|
| 201501020 |
Ashley, Elliot O. | Renpetco II, LLC | 12/18/2014 |
|
| 201501021 |
Williamson, Lionel | Renpetco II, LLC | 12/10/2014 |
|
| 201501022 |
Gary, Shanda Lynn | Renpetco II, LLC | 12/18/2014 |
|
| 201501023 |
Williamson, Melvin | Renpetco II, LLC | 1/15/2015 |
|
| 201501024 |
Hamilton, Ronnie | Renpetco II, LLC | 8/4/2014 |
|
| 201501025 |
The John and Janet Tegethoff Trust | Renpetco II, LLC | 12/2/2014 |
|
| 201501026 |
Williamson, Jacquie | Renpetco II, LLC | 1/15/2015 |
|
| 201501027 |
Biggs, Huntley H. | Renpetco II, LLC | 1/9/2015 |
|
| 201501028 |
Williamson, Betty | Renpetco II, LLC | 1/15/2015 |
|
| 201501029 |
Betty Williamson | RENPETCO II, LLC | 01/15/2015 |
|
| 201501029 |
May Jewel M. (Moffett) Shelby | RENPETCO II, LLC | 01/14/2015 |
|
| 201501030 |
Pridgen, Jo Ann | Renpetco II, LLC | 3/10/2015 |
|
| 201501187 |
Keyes, Jimmie Sue | Renpetco II, LLC | 3/10/2015 |
|
| 201501188 |
James, Margrate C. | Renpetco II, LLC | 3/10/2015 |
|
| 201501189 |
Pierce, Idell W. | Renpetco II, LLC | 1/6/2015 |
|
| 201501190 |
Boteler-Wood Properties, LLC | Renpetco II, LLC | 2/6/2015 |
|
| 201501191 |
EBB Investments, LLC | Renpetco II, LLC | 2/6/2015 |
|
| 201501192 |
|
|
|
|
| 201501196 |
RVS Minerals, LLC | Renpetco II, LLC | 3/16/2015 |
|
| 201501197 |
Yarbrough, Nelia Williamson | Renpetco II, LLC | 1/15/2015 |
|
| 201501198 |
Stokes, Rosemary | Renpetco II, LLC | 1/15/2015 |
|
| 201501199 |
Williamson, Calvin | Renpetco II, LLC | 1/15/2015 |
|
| 201501200 |
Robinson, Sandra W. | Renpetco II, LLC | 1/15/2015 |
|
| 201501201 |
Lincoln, Camelio B. | Renpetco II, LLC | 1/15/2015 |
|
| 201501202 |
Richardson, Annie R. Williamson | Renpetco II, LLC | 12/10/2014 |
|
| 201501203 |
Wright, Johnnie L. | Renpetco II, LLC | 1/6/2015 |
|
| 201501641 |
Williamson, Wilson | Renpetco II, LLC | 1/15/2015 |
|
| 201501642 |
Williamson, Lenell | Renpetco II, LLC | 1/15/2015 |
|
| 201501643 |
Betts, Frederick | Renpetco II, LLC | 1/6/2015 |
|
| 201501645 |
|
|
|
|
| 201501646 |
Norris, Darcy W. | Renpetco II, LLC | 4/20/2015 |
|
| 201501647 |
Fowler Royalty Interests, LLC | Renpetco II, LLC | 5/9/2015 |
|
| 201501648 |
Ford, Bernice | Renpetco II, LLC | 1/14/2015 |
|
| 201501650 |
Williamson, Alex N. | Renpetco II, LLC | 12/10/2014 |
|
| 201501652 |
Ford, Elsie A. | Renpetco II, LLC | 3/10/2015 |
|
| 201501653 |
Fedder, Merrilyn | Renpetco II, LLC | 3/10/2015 |
|
| 201501654 |
Odom, Glen W. | Renpetco II, LLC | 3/10/2015 |
|
| 201501655 |
Stafford, Celia M. McArthur | Renpetco II, LLC | 3/24/2015 |
|
| 201501656 |
McArthur, Barry N. | Renpetco II, LLC | 3/24/2015 |
|
| 201501657 |
McArthur, Jr., John Walter | Renpetco II, LLC | 3/24/2015 |
|
| 201501658 |
McArthur, Jr., Harry | Renpetco II, LLC | 3/24/2015 |
|
| 201501659 |
Margaret T. Boteler Marital Trust | Renpetco II, LLC | 2/6/2015 |
|
| 201501660 |
Margaret T. Boteler Revocable Trust | Renpetco II, LLC | 2/6/2015 |
|
| 201501661 |
Bowie, De’Erica | Renpetco II, LLC | 5/11/2015 |
|
| 201502527 |
Billips, Calondra L, | Renpetco II, LLC | 6/23/2015 |
|
| 201502529 |
Baker, Jacqueline A. | Renpetco II, LLC | 6/9/2015 |
|
| 201502530 |
Freeman, Daffney | Renpetco II, LLC | 5/11/2015 |
|
| 201502531 |
Freeman, Azaria | Renpetco II, LLC | 5/11/2015 |
|
| 201502532 |
Jordan, Matthew T. | Renpetco II, LLC | 6/20/2015 |
|
| 201502534 |
Jordan, Gerald L. | Renpetco II, LLC | 6/20/2015 |
|
| 201502535 |
Butler, Jyrus M. | Renpetco II, LLC | 5/11/2015 |
|
| 201502536 |
Freeman, Terrance | Renpetco II, LLC | 5/11/2015 |
|
| 201502538 |
Miller, David | Renpetco II, LLC | 6/20/2015 |
|
| 201502540 |
Fairchild-Windham Exploration Company, LLC | Renpetco II, LLC | 5/15/2015 |
|
| 201502542 |
Miller, David | Renpetco II, LLC | 6/20/2015 |
|
| 201502543 |
DAVID W. MILLER | Petrodome Pineville, LLC | 06/01/2015 |
|
| 201502543 |
W.R. Fairchild Construction Company, LLC | Renpetco II, LLC | 6/15/2015 |
|
| 201502544 |
The Wiley Fairchild Family Trust | Renpetco II, LLC | 6/15/2015 |
|
| 201502545 |
Breland, Alicia Wheaton | Renpetco II, LLC | 6/3/2015 |
|
| 201502547 |
Freeman, Jacqulin | Renpetco II, LLC | 5/8/2015 |
|
| 201502548 |
Freeman, Michael | Renpetco II, LLC | 5/11/2015 |
|
| 201502549 |
Freeman, Leroy | Renpetco II, LLC | 5/11/2015 |
|
| 201502550 |
Miles, Jean Ethel | Renpetco II, LLC | 5/11/2015 |
|
| 201502551 |
Jenkins, Magdalene Freeman | Renpetco II, LLC | 5/11/2015 |
|
| 201502552 |
Williamson, Gladys M. | Renpetco II, LLC | 12/10/2015 |
|
| 201502553 |
Hardy, Lougenia Nash | Renpetco II, LLC | 5/5/2015 |
|
| 201502554 |
Miles, Susie M. | Renpetco II, LLC | 4/21/2015 |
|
| 201502556 |
Miles, Jr., Joe | Renpetco II, LLC | 4/21/2015 |
|
| 201502557 |
Neal, Deborah M. | Renpetco II, LLC | 4/2/2015 |
|
| 201502559 |
Power Production Company | Renpetco II, LLC | 5/4/2015 |
|
| 201502561 |
Horan, John R. | Renpetco II, LLC | 4/10/2015 |
|
| 201502563 |
Johnson, Pauline H. | Renpetco II, LLC | 4/22/2015 |
|
| 201502565 |
Coleman, Mary Hardy | Renpetco II, LLC | 4/21/2015 |
|
| 201502566 |
Miles, Robert Earl | Renpetco II, LLC | 4/21/2015 |
|
| 201502567 |
Hardy, Rosie Lee Miles | Renpetco II, LLC | 4/21/2015 |
|
| 201502568 |
Cooley, Jason | Renpetco II, LLC | 7/28/2015 |
|
| 201502570 |
Harris, Monique | Renpetco II, LLC | 7/28/2015 |
|
| 201502573 |
Keyes, Joe | Renpetco II, LLC | 7/28/2015 |
|
| 201502574 |
Joe Keyes | RENPETCO II, LLC | 07/28/2015 |
|
| 201502574 |
Smith, Malcolm | Renpetco II, LLC | 5/11/2015 |
|
| 201502575 |
Malcolm Smith | RENPETCO II, LLC | 05/11/2015 |
|
| 201502575 |
Smith, Craigory Deshun | Renpetco II, LLC | 5/11/2015 |
|
| 201502577 |
Walker, Ivane Miles | Renpetco II, LLC | 4/21/2015 |
|
| 201503082 |
Williamson, Larissa | Renpetco II, LLC | 1/6/2015 |
|
| 201503084 |
Williamson, Edna | Renpetco II, LLC | 1/6/2015 |
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| 201503085 |
Vierson Oil & Gas Co. | Renpetco II, LLC | 8/1/2015 |
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| 201503086 |
Angelus T. Capers | RENPETCO II, LLC | 09/12/2015 |
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| 201503881 |
Anthony Thompson | RENPETCO II, LLC | 09/12/2015 |
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| 201503883 |
Leonard Ray Thompson | RENPETCO II, LLC | 09/12/2015 |
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| 201503884 |
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Purchase and Sale Agreement |
26 |
Cynthia T. Dedeaux | RENPETCO II, LLC | 09/12/2015 |
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| 201503885 |
Jacqueline Thompson | RENPETCO II, LLC | 09/12/2015 |
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| 201503886 |
Booker T. Moffett | RENPETCO II, LLC | 07/21/2015 |
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| 201503887 |
Belva T. Doby | RENPETCO II, LLC | 09/12/2015 |
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| 201503888 |
Sheila Washington | RENPETCO II, LLC | 08/12/2015 |
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| 201503889 |
Ruby J. Smith Baker | RENPETCO II, LLC | 08/12/2015 |
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| 201503893 |
Roy Washington | RENPETCO II, LLC | 08/12/2015 |
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| 201503895 |
Renetta Brewer | RENPETCO II, LLC | 10/12/2015 |
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| 201503896 |
Kathleen Williamson | RENPETCO II, LLC | 10/12/2015 |
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| 201503897 |
Herman Moffett, Jr. | RENPETCO II, LLC | 07/25/2015 |
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| 201503898 |
Raymond Williamson | RENPETCO II, LLC | 09/25/2015 |
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| 201503899 |
Billy Earl Williamson | RENPETCO II, LLC | 09/25/2015 |
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| 201503900 |
Debra A. Patterson | RENPETCO II, LLC | 10/12/2015 |
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| 201600228 |
Mary Ann Pitts | RENPETCO II, LLC | 10/12/2015 |
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| 201600232 |
Lemous Veston Thompson, Jr. | RENPETCO II, LLC | 09/12/2015 |
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| 201600233 |
Gregory Washington | RENPETCO II, LLC | 10/07/2015 |
|
| 201600235 |
Bob Purvis James | Petrodome Pineville, LLC | 12/16/2015 |
|
| 201600500 |
HEMETER PROPERTIES, LLC | Petrodome Pineville, LLC | 03/09/2016 |
|
| 201601750 |
T.R. CLARK, LLC | Petrodome Pineville, LLC | 03/09/2016 |
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| 201601751 |
GARDNER CLARK FAMILY, LLC | Petrodome Pineville, LLC | 03/09/2016 |
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| 201601752 |
PEACHTREE PROPERTIES, LLC | Petrodome Pineville, LLC | 03/09/2016 |
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| 201601753 |
Jane Eddins Henson | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700148 |
Sara Margaret Alexander | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700163 |
William Wallace Allred | Petrodome Pineville, LLC | 10/11/2016 |
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| 201700164 |
Tammy G. Aoun | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700165 |
Christy R. Royals | Petrodome Pineville, LLC | 10/19/2016 |
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| 201700167 |
Mildred G. Currie | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700168 |
Patricia McFarland Smith | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700170 |
Susan Eddins Dunn | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700171 |
JO NELL EDDINS STRINGER | Petrodome Pineville, LLC | 06/20/2016 |
|
| 201700173 |
Jamie Lauren Bartolino, a single woman | Petrodome Pineville, LLC | 10/03/2016 |
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| 201700175 |
Rufus Obie Eddins, Jr. | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700176 |
M.B. Stringer, Jr. | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700179 |
Jimmy Eddins Stubbs | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700180 |
Billy and Brenda Gipson Living Trust under that certain Trus | Petrodome Pineville, LLC | 10/19/2016 |
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| 201700182 |
Brenda R. Gipson | Petrodome Pineville, LLC | 10/19/2016 |
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| 201700183 |
Jeffrey David Bartolino, a single man | Petrodome Pineville, LLC | 10/03/2016 |
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| 201700184 |
Aline Marie Haynes | Petrodome Pineville, LLC | 09/30/2016 |
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| 201700187 |
Joseph H. Tucker, III | Petrodome Pineville, LLC | 09/30/2016 |
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| 201700188 |
Nada Jo Tullos, Individually and as Executrix under the Last | Petrodome Pineville, LLC | 11/01/2016 |
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| 201700189 |
EDWARD A. BINGHAM | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700190 |
Nada Jo Tullos, Individually and as Executrix under the Last | Petrodome Pineville, LLC | 11/17/2016 |
|
| 201700191 |
Nancy L. Windham | Petrodome Pineville, LLC | 10/24/2016 |
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| 201700192 |
JOSEPH L. BINGHAM | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700193 |
Dewayne L. Blackwell | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700194 |
Joe M. Wyatt | Petrodome Pineville, LLC | 10/20/2016 |
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| 201700198 |
Jordan Wyatt | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700200 |
Devors Franklin Brown | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700204 |
Justin Wyatt | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700206 |
Sharon S. Wyatt | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700207 |
Mark Player | Petrodome Pineville, LLC | 09/30/2016 |
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| 201700214 |
Janet Johnson Purzer | Petrodome Pineville, LLC | 12/12/2016 |
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| 201700217 |
James R. Brown | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700218 |
MICHAEL P BROWN | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700220 |
Sandra Anderson Brown | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700225 |
Sheila Munday | Petrodome Pineville, LLC | 09/09/2016 |
|
| 201700227 |
Estate of Thomas E. Brown, deceased, Barbara L. Brown, | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700228 |
Elizabeth Jane Tucker Christensen | Petrodome Pineville, LLC | 09/30/2016 |
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| 201700230 |
Catherine R. Jones | Petrodome Pineville, LLC | 10/19/2016 |
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| 201700232 |
Carolyn A. Musgrove | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700233 |
Deborah R. Norton | Petrodome Pineville, LLC | 10/19/2016 |
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| 201700234 |
Julia L. Parker | Petrodome Pineville, LLC | 10/24/2016 |
|
| 201700237 |
Jennifer A. Lasseter | Petrodome Pineville, LLC | 06/20/2016 |
|
| 201700238 |
Sarah Katherine Brown Mattox | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700240 |
John J. Linehan | Petrodome Pineville, LLC | 09/30/2016 |
|
| 201700241 |
Marsha Marie Linehan | Petrodome Pineville, LLC | 09/30/2016 |
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| 201700242 |
Michael Curtis Linehan | Petrodome Pineville, LLC | 09/30/2016 |
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| 201700244 |
Joanna G. Martin | Petrodome Pineville, LLC | 06/20/2016 |
|
| 201700246 |
Kimberly L. Mason | Petrodome Pineville, LLC | 06/20/2016 |
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| 201700247 |
Clifton W. Currie | Petrodome Pineville, LLC | 06/20/2016 |
|
| 201700248 |
Joyce S. Smith | Petrodome Pineville, LLC | 03/31/2016 |
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| 216001026 |
Rebecca C. Sims | Petrodome Pineville, LLC | 03/13/2017 |
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Robert C. Williams | Petrodome Pineville, LLC | 04/05/2017 |
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Major Larry Sims | Petrodome Pineville, LLC | 02/13/2017 |
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Melvin L. King | Petrodome Pineville, LLC | 03/21/2017 |
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Glynn H. Rogers | Petrodome Pineville, LLC | 05/05/2017 |
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Judy W. Fountain | Petrodome Pineville, LLC | 04/14/2017 |
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The Laster Family Limited Partnership, By The Laster | Petrodome Pineville, LLC | 02/15/2017 |
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Jennifer Walsh | Petrodome Pineville, LLC | 02/15/2017 |
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Jordan Gilbert Lyons | Petrodome Pineville, LLC | 02/15/2017 |
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Tammy Denise B. Wilkinson (one of 5 heirs of Marjorie H. | Petrodome Pineville, LLC | 02/02/2017 |
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Richard Bruce (one of 5 heirs of Marjorie H. Bruce) | Petrodome Pineville, LLC | 02/02/2017 |
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Wayne Bruce (one of 5 heirs of Marjorie H. Bruce) | Petrodome Pineville, LLC | 02/02/2017 |
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Sandra H. Craft (one of 3 heirs of Mellie H. Harris) | Petrodome Pineville, LLC | 02/02/2017 |
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Larry Harris (one of 3 heirs of Mellie H. Harris) | Petrodome Pineville, LLC | 02/02/2017 |
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Joyce H. Franklin (one of 4 heirs of Mae H. Hegwood) | Petrodome Pineville, LLC | 02/10/2017 |
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Clara Hegwood | Petrodome Pineville, LLC | 02/10/2017 |
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Kathy H. Blackmon | Petrodome Pineville, LLC | 02/10/2017 |
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David M. Hegwood | Petrodome Pineville, LLC | 02/10/2017 |
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Patsy B. Fortenberry (one of 5 heirs of Marjorie H. Bruce) | Petrodome Pineville, LLC | 02/02/2017 |
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Sherry Darlene B. Hegwood (one of 5 heirs of Marjorie H. | Petrodome Pineville, LLC | 02/02/2017 |
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Eugene Thornton | Petrodome Pineville, LLC | 02/02/2017 |
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Audene T. Evans | Petrodome Pineville, LLC | 02/02/2017 |
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Carolyn H. Hulon (one of 4 heirs of Mae H. Hegwood) | Petrodome Pineville, LLC | 02/10/2017 |
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David S. Johnson | Petrodome Pineville, LLC | 12/12/2016 |
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Elizabeth Jane Tucker Christensen | Petrodome Pineville, LLC | 12/12/2016 |
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Joseph H. Tucker, III | Petrodome Pineville, LLC | 12/12/2016 |
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Phillip Henderson and Pleshia Henderson, his wife | Petrodome Pineville, LLC | 03/08/2017 |
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Boteler-Wood Properties, LLC, Represented herein by, Perri | Petrodome Pineville, LLC | 08/24/2016 |
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Purchase and Sale Agreement |
27 |
FABO II LLC | Petrodome Pineville, LLC | 08/24/2016 |
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BO-WAR LP | Petrodome Pineville, LLC | 08/24/2016 |
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EBB INVESTMENTS LLC | Petrodome Pineville, LLC | 08/24/2016 |
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MARGARET T BOTELER REVOCABLE TRUST | Petrodome Pineville, LLC | 08/24/2016 |
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Perry Rush Lennon | Petrodome Pineville, LLC | 12/12/2016 |
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Linda K. Barbour (widow & sole heir-at-law of John McBee | Petrodome Pineville, LLC | 10/03/2016 |
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Genevieve McBee Barbour | Petrodome Pineville, LLC | 10/03/2016 |
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Bobbye H. Hankins | Petrodome Pineville, LLC | 08/03/2016 |
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Dave Player | Petrodome Pineville, LLC | 09/30/2016 |
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John Player, Jr. | Petrodome Pineville, LLC | 09/30/2016 |
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Joan Player | Petrodome Pineville, LLC | 09/30/2016 |
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Earl Louis Linehan | Petrodome Pineville, LLC | 09/30/2016 |
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Vivien Corley, surviving spouse of W.S. Corley, Jr., dec’d, | Petrodome Pineville, LLC | 08/01/2016 |
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Sandra M. Corley, Camala Marie Corley Wyatt and William | Petrodome Pineville, LLC | 08/01/2016 |
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Mary Elizabeth Reeves Flatt | Petrodome Pineville, LLC | 10/11/2016 |
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D. Preston Reeves | Petrodome Pineville, LLC | 10/11/2016 |
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Investment Management Income, Inc., a Louisiana | Petrodome Pineville, LLC | 10/03/2016 |
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OAKVALE, LLC, a Mississippi Limited Liability Company, | Petrodome Pineville, LLC | 10/03/2016 |
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Joel S. Grice | Petrodome Pineville, LLC | 10/11/2016 |
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David S. Johnson | Petrodome Pineville, LLC | 10/03/2016 |
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Janet Johnson Purzer | Petrodome Pineville, LLC | 10/03/2016 |
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Patricia Lynn Coutant Williams | Petrodome Pineville, LLC | 10/11/2016 |
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Diana Wyatt James | Petrodome Pineville, LLC | 03/10/2017 |
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Johnny W. Stringer | Petrodome Pineville, LLC | 06/20/2016 |
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Mark A. Worthey | Petrodome Pineville, LLC | 04/05/2017 |
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Bobbie Martin | Petrodome Pineville, LLC | 04/03/2017 |
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Jeffrey David Bartolino, a single man | Petrodome Pineville, LLC | 01/25/2017 |
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Jennifer Walsh | Petrodome Pineville, LLC | 02/15/2017 |
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The Laster Family Limited Partnership, By The Laster | Petrodome Pineville, LLC | 02/15/2017 |
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Jamie Lauren Bartolino, a single woman | Petrodome Pineville, LLC | 01/25/2017 |
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Gus A. Primos | Petrodome Pineville, LLC | 03/01/2017 |
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The Russell E. Kibbe Jr. Trust, represented herein by its du | Petrodome Pineville, LLC | 03/09/2017 |
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Jerry Dinkins | RENPETCO II, LLC | 09/25/2015 | 534 | 435 |
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Virginia Clark | CSC Interests, Inc. | 09/13/2012 |
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| 201302271 |
Ernest M. Thomas, Jr. M.D. Incorporated Pension Fund | International Western Resources, LLC | 06/18/2012 |
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| 201209733 |
Union Pacific Railroad Company (Memo) | Petrodome Bloomington, LLC | 05/05/2015 |
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| 201506265 |
Phillip Huffines et al | Petrodome Bloomington, LLC | 10/21/2014 |
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| 201500448 |
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Purchase and Sale Agreement |
28 |
Exhibit “C”
Assignment & Bill of Sale
(see attached)
29 |
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Signature Page to Purchase and Sale Agreement |
30 |
EXHIBIT 2.6
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and among PETRODOME PINEVILLE, LLC, a Texas limited liability company having an office at 15915 Katy Freeway, Suite 450, Houston, Texas 77094 (“Seller”), on the one hand, and WPP PETRO, L.L.C, a Delaware limited liability company (“Buyer”), on the other hand. Seller and Buyer may each be referred to herein as a “Party” and collectively as the “Parties”.
Article I
Purchase and Sale of Assets; Effective Time; Purchase Price
1.1. Purchase and Sale of Assets. Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and acquire from Seller, fifty percent (50%) of Seller’s right, title, and interest in and to the following described properties, rights, and interests (collectively, the “Assets”):
(a) the oil, gas and condensate wells (whether producing, temporarily abandoned or permanently abandoned) described on Exhibit A (collectively, the “Wells or Well”),
(b) and all oil and gas leases and mineral interests, and any associated units, including, to the extent applicable, those specifically described in Exhibit B and including all leasehold estates, fee mineral estates, royalty interests, overriding royalty interests, net profits interests, reversionary interests, or similar interests associated therewith (collectively, the “Leases”) and all lands covered thereby or lands pooled or unitized therewith and all lands covered by such Leases and interests;
(c) all rights, benefits, privileges, obligations and interests in any pooled area or proration unit in which the Wells are included or to which the Wells are attributable, to the extent such rights, benefits, privileges, obligations and interests arise from and are associated with the Wells, including, without limitation, those derived from any declaration or order of any governmental authority (collectively, the “Units or Unit”);
(d) all permits, easements, rights-of-way, licenses, contracts, servitudes, surface leases, surface use agreements, surface fee tracts, fee surface interests and any and all other similar rights, benefits, privileges, obligations and interests used or held for use in connection with the production, separation, gathering, treatment, processing, storing, transporting, sale or disposal of Hydrocarbons therefrom (collectively, the “Permits and Easements”);
(e) all tangible personal property, above ground and downhole equipment, installations, fixtures, improvements and other appurtenances, including, without limitation, all equipment, machinery, facilities, flow lines, gathering lines, gas lines, water lines, pipelines, power lines, tubing, valves, well pads, well heads, pumps, casing, caissons, motors, platforms, tank batteries, separators, treaters, rods, tanks, improvements, towers, SCADA equipment, radios, meters, computers, spare parts, compressors, pipe, vehicles, vessels, processing equipment and facilities, compression equipment and facilities and any and all other tangible personal property as the same are located on, appurtenant to and/or used or held for use in connection with the Wells, the Units, the Leases and/or the Permits and Easements (collectively, the “Equipment”);
(f) all agreements and contracts relating to the Assets as such are legally assignable (including assignable with consent), including, without limitation, all existing and effective sales, purchase, exchange, gathering, transportation, processing and gas contracts, operating agreements, balancing agreements, farmout agreements, farmin agreements, service agreements, exploration agreements, surface leases, permits and licenses, surface use agreements, other surface rights and any other contracts, agreements and instruments as the same relate to the Assets described herein (collectively, the “Related Contracts”);
Purchase and Sale Agreement |
1 |
(g) all of the oil, gas and associated hydrocarbons as the same are produced from or attributable to the Leases, Wells and/or Units, or any property pooled or unitized therewith (including, without limitation, the Units), from and after the Effective Time, including, without limitation, any oil currently in storage on the Leases and even if such oil was produced prior to the Effective Time (collectively, the “Hydrocarbons”);
(h) all records and data relating to the Assets, including, without limitation, Well records, Unit records, Lease records, division order records, title records (including abstracts of title, title opinions, title reports, runsheets, mineral ownership reports and other muniments of title), engineering records, geological and geophysical records (including, without limitation, seismic data, reserve reports and interpretations thereof), technical data, correspondence, electronic data files, maps, production records, electric logs, core data, pressure data, decline curves, appraisals and accounting records and any and all other records and data as the same relate to the Assets described herein (collectively, the “Records”), to the extent such Records are in the possession or control of Seller or any of Seller’s affiliated or subsidiary entities;
(i) all proceeds, benefits, income or revenues with respect to the Assets attributable to periods from and after the Effective Time.
Notwithstanding anything herein to the contrary, it is expressly understood and agreed that Seller shall retain, and the Assets shall not include, any and all of the following:
(A) Seller’s corporate, financial and tax records and legal files (except abstracts of title, title opinions, runsheets, mineral ownership reports and other muniments of title), except that Seller will make available to Buyer any tax records that are necessary for Buyer’s ownership, administration or operation of the Assets, which such records may be copied at Buyer’s expense; and
(B) all proceeds, benefits, income and/or revenues with respect to the Assets attributable to periods before the Effective Time.
1.2. Effective Time. The effective time for the sale and purchase of the Assets shall be 12:01 a.m. Central time on June 1, 2022 (the “Effective Time”).
1.3. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be one million six hundred fifty seven thousand five hundred dollars ($1,657,500).
Article II
Representations and Warranties
2.1. Reciprocal Representations and Warranties. By their execution of this Agreement, Seller, as to Seller, and Buyer, as to Buyer, each represent and warrant to the other that the following statements are true and accurate as to itself, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Existence. It is a legal entity duly organized, validly existing and in good standing under the laws of its state of formation, is duly qualified to carry on its business in the states where the Assets are located where such qualification is required.
Purchase and Sale Agreement |
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(b) Legal Power. It has the legal power and right to enter into this Agreement and each agreement contemplated hereby to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. None of the execution and delivery of this Agreement or each agreement contemplated hereby to which it is or will be a party, the performance of its obligations hereunder or thereunder, or consummation of the transactions contemplated hereby or thereby will violate or conflict with (i) any provision of its organizational documents, (ii) any agreement or instrument to which it is bound or (iii) any applicable law, statute, ordinance, rule, regulation, code, permits, judgments, orders or decrees of any governmental authority (collectively, the “Laws”).
(c) Requisite Approvals. Upon execution of this Agreement, it will have taken all necessary actions pursuant to its governing documents or other legally sufficient means to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
(d) Validity of Obligations. This Agreement and all other transaction documents it is to execute and deliver at Closing: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute its valid and legally binding obligations; and (iii) upon execution, are enforceable against it in accordance with their respective terms.
(e) No Violation of Contractual Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, conflict with or violate any agreement or instrument to which it is a party or by which it is bound, except any provision contains in agreements customary in the oil and gas industry relating to: (i) the preferential right to purchase all or any portion of the Assets; (ii) required consents to transfer and related provisions; (iii) maintenance of uniform interest provisions; and (iv) any other third-party approvals or consents contemplated by this Agreement. Should such violation or restriction, as the case may be, arise hereafter, not to exceed six (6) months from the Closing Date hereof, the Seller or Buyer, as the case may be, shall take definitive steps to correct such issue in a manner so as to accommodate the requirements hereof.
(f) No Violation of Other Legal Restrictions. Its execution, delivery and performance of the transaction contemplated by this Agreement and all other transaction documents it is to execute and deliver under the terms of this Agreement does not, to the best of its knowledge, violate any law, rule, regulation, ordinance, judgment, decree or order to which it or the Assets or any portion thereof is subject.
(g) Bankruptcy. There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by, or to its actual knowledge, threatened against it.
(h) Brokers Fees. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, it has not incurred any obligation for brokers, finders or similar fees for which any other Party hereto would be liable.
(i) No Restraining Litigation. There is no action, suit, proceeding, claim or investigation by any person, entity, administrative agency or governmental body pending or, to its actual knowledge, threatened in writing against it before any court or governmental agency that seeks substantial damages in connection with, or seeks to restrain, enjoin, materially impair or prohibit the consummation of all or any part of the transaction contemplated by this Agreement or any other transaction documents related hereto.
Purchase and Sale Agreement |
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2.2. Seller’s Representations and Warranties. By its execution of this Agreement, Seller represents and warrants to Buyer that the following statements are true and accurate, in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Lawsuits and Claims. There is no suit, action, litigation or proceeding in which Seller is a party and has been served with respect to the Property, and there is no suit, action, litigation, or proceeding threatened against Seller with respect to the Property, or against any of the Property, in each case, in any court, arbitration venue or other dispute resolution venue or otherwise by or before any governmental authority.
(b) Compliance with Laws. To the best of the Seller’s knowledge, it has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable Laws with respect to the ownership or maintenance of the Assets.
(c) Consents and Preferential Purchase Rights. To the best of the Seller’s knowledge, there are no third party preferential purchase rights, rights of first refusal or similar rights, or third party consents to assign or similar approvals, excluding consents ordinarily obtained after Closing, that are applicable to the transfer of the Assets by Seller to Buyer.
(d) Contracts. All contracts (including Related Contracts, but excluding oil and gas leases and associated contracts as such are related to the Wells which are no longer producing, and may be abandoned or temporarily abandoned) comprising any portion of the Assets are in full force and effect, and neither Seller nor, to Seller’s knowledge, any counterparty thereto, is in breach of any of its obligations thereunder.
(e) Leases. To the best of the Seller’s knowledge, all oil, gas and mineral leases (including Leases) included within the Assets are in full force and effect according to their respective terms and provisions and all rights granted thereby are valid and subsisting, and Seller has not received any written notices or demands affecting or relating to such rights. Seller is not in default with respect to any of its obligations thereunder and, to the knowledge of Seller, no counterparty thereto is in default with respect to any of its obligations thereunder.
(f) Compliance with Laws; Permits. To the best of the Seller’s knowledge, the Assets are in compliance in all material respects with, and have been operated in compliance with all material respects with, all applicable Laws. All necessary permits, licenses, approvals, consents, certificates, and other authorizations with respect to the ownership and operation of the Assets have been obtained and maintained in full force and effect.
(g) Environmental Matters. There are no formally noted or recorded uncured violations of any environmental Laws with respect to any of the Assets and no remediation obligations upon or arising from ownership or operation of any of the Assets under any environmental Law or any contracts relating to the Assets requiring any portion of the Assets to be kept in a better, higher, or more stringent environmental condition than that required by environmental Laws.
(h) Wells. To the best of the Seller’s knowledge, during Sellers ownership hereof, all wells (including Wells) that constitute part of the Assets have been drilled, completed, and operated in compliance in all material respects with (i) the oil, gas and mineral leases (including Leases) that constitute part of the Assets and (ii) all applicable Laws.
(i) Certain Interests; Liens; Mortgages. None of the Assets are subject to any type of payout, back-in, or other reversionary interest in favor of any third party. None of the Assets are subject to any type of lien or mortgage (other than those that will be discharged in full prior to the Closing).
(j) No Default. Seller has not received any written notice of default with respect to any order, writ, injunction, or decree of any court, commission or administrative agency in connection with the ownership of the Assets or any part thereof that would adversely affect the value of the Assets or Seller’s title thereto.
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(k) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the United States Internal Revenue Code of 1986, as amended, or a disregarded entity as defined in Treasury Regulation §1.1445-2(b)(2).
(l) Tax Matters. All tax returns with respect to any of the Assets have been timely filed and are true, correct, and complete in all material respects. All taxes (including, but not limited to, all ad valorem, property, production, severance, excise and other taxes and assessments (collectively, “Taxes”) with respect to any of the Assets (whether or not shown due on such tax returns) have been timely paid in full. There are no liens for Taxes (other than Taxes not yet due and payable) affecting any portion of the Assets. Seller has not received written notice of any pending claim against it (which remains outstanding) from any applicable governmental authority for assessment of Taxes with respect to any of the Assets, and, to Seller’s knowledge, no such claim has been threatened. To Seller’s knowledge, no written claim has ever been made by an authority in a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding any of the Assets. To Seller’s knowledge, no audit, administrative, judicial, or other proceeding with respect to Taxes with respect to any of the Assets has been commenced or is presently pending. None of Assets are subject to any tax partnership agreement or provisions requiring a partnership income tax return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code or any similar state statute.
2.3 Buyer’s Representations and Warranties. By its execution of this Agreement, each entity comprising Buyer, as to such Buyer entity severally and not jointly or jointly and severally, represents and warrants to Seller that the following statements are true and accurate, as to itself in each case, as of the execution date of this Agreement, the Effective Time, and the Closing Date.
(a) Securities Laws. Buyer is acquiring the Assets for its own account and not with the intent to make a distribution in violation of the Securities Act of 1933 as amended (and the rules and regulations pertaining thereto) or in violation of any other applicable securities laws, rules, or regulations.
2.4 Disclaimers.
(a) Use and Fitness. As to the Assets, except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any and all other use and fitness representation and warranties, express, implied, statutory, or otherwise. Buyer agrees that the Assets are being conveyed to Seller, and Seller accepts same, in its “AS IS”, “WHERE IS” condition, with all faults, except for the express representations and warranties contained herein or in any transaction document related hereto, including the special warranty of title contained in Section 3.1 (a) below and in the Conveyance. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller expressly disclaims any representation or warranty, whether express, implied, under common law, by statute or otherwise, or to the title or condition of the Assets. Except for the express representations and warranties contained herein or in any transaction document related hereto, Seller also expressly disclaims and negates any implied or express warranty at common law, by statute or otherwise relating to the accuracy of any information furnished with respect to the existence or extent of reserves or the value of the Assets based thereon or the condition or state of repair of the Assets.
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(b) Prior Use and Condition. Buyer acknowledges that the Assets have been utilized for the purpose of exploration, development, and production of oil and gas. Buyer also acknowledges that crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released, or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the ground around the Wells. In addition, Buyer acknowledges that some oilfield production equipment may contain naturally-occurring radioactive material (hereinafter referred to as “NORM”). Buyer acknowledges and agrees that, prior to the Effective Date of this Agreement, Buyer has been given adequate and timely access to and has access to the Assets, Seller’s records relating to the Assets, and public records regarding the Assets. Buyer hereby agrees to accept responsibility and liability for the past, present, and future condition of the Assets as the same relates to NORM.
(c) Environmental Condition. Without limiting the express representations and warranties contained herein or in any transaction document related hereto, Buyer acknowledges that it has been given sufficient opportunity to conduct its own environmental assessment of the Assets and satisfied itself with the environmental condition of the Assets.
Article III
Closing
3.1. Closing. Closing of the transactions contemplated by this Agreement (the “Closing”) shall be consummated and closed on or before August 1, 2022, or on such other date as the Parties may mutually agree in writing, and shall be consummated remotely by the execution and delivery of closing deliverables via e-mail with originals to follow immediately upon the request of any Party. The date on which the Closing actually occurs is referred to herein as the “Closing Date”. At Closing, the following events shall occur, each being a condition precedent to the other and each being deemed to occur simultaneously:
(a) Conveyance. Seller and Buyer shall each execute, acknowledge and deliver to one another (i) an Assignment, Conveyance and Bill of Sale dated effective for all purposes as of the Effective Time, substantially in the form attached hereto as Exhibit C (the “Conveyance”), conveying the Assets to Buyer with special warranty of title by, through or under Seller, and (ii) such other assignments, bills of sale, certificates of title, deeds, or other instruments necessary to transfer the Assets to Buyer, in each case, dated effective for all purposes as of the Effective Time. After Closing, Buyer shall be responsible for filing and recording (at Buyer’s sole cost) the original fully executed and acknowledged Conveyance and any other instruments that must be filed and recorded to effectuate the transfer of the Assets.
(b) Release Instruments. Seller shall execute, acknowledge (if necessary) and deliver, or have executed, acknowledged (if necessary) and delivered, to Buyer recordable releases of all liens, claims, security interests, mortgages, charges and encumbrances arising by, through or under Seller, but not otherwise, burdening the Assets or any portion thereof in a customary form reasonably acceptable to Buyer.
(c) Purchase Price. Buyer shall deliver to Seller the Purchase Price by wire transfer to an account designated in writing by Seller.
(d) Records. Seller shall deliver to Buyer the Records, to the extent such Records are in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller.
3.2. Seller’s Closing Conditions. The obligations of Seller to consummate the transactions contemplated hereby are subject, at the option of Seller, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Buyer at its sole election):
(a) Representations. The representations and warranties of Buyer shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
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(b) Performance. Buyer shall have performed all obligations, covenants and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Buyer in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
(d) Change of Operatorship. Operatorship of the Wells shall have been transferred from Petrodome Operating, LLC to an operator designated by the Buyer and acknowledged by the State.
3.3. Buyer’s Closing Conditions. The obligations of Buyer to consummate the transactions contemplated hereby are subject, at the option of Buyer, to satisfaction of the following conditions on or prior to the Closing Date (any of which may be waived in writing by Seller at its sole election):
(a) Representations. The representations and warranties of Seller shall be true and correct in all material respects on the date of execution of this Agreement, the Effective Time, and on the Closing Date.
(b) Performance. Seller shall have performed all obligations, covenants, and agreements contained in this Agreement to be performed or complied with by it at, or prior to the Closing, in all material respects, or any such exception(s) thereto shall be specifically noted and delivered to Seller in writing on or before Closing.
(c) Pending Matters. No suit, action or other proceeding shall be pending or threatened that (i) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Agreement or (ii) is related to or arises out of the transactions contemplated by this Agreement.
3.4. Certain Additional Covenants.
(a) Best Efforts to Consummate Transactions. Each Party agrees to use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other in doing, all things necessary, proper or advisable to consummate the transactions as contemplated by this Agreement.
(b) Further Assurances. After the Closing Date, each Party, at the request of the other and without additional consideration, shall execute, acknowledge (where appropriate), and deliver, or shall cause to be executed, acknowledged (where appropriate) and delivered, from time to time such further instruments of conveyance and transfer and shall take such other action as the other Party may reasonably request to effectuate the transactions and agreements contemplated by this Agreement. Without limiting the foregoing, if any of the Assets are incorrectly or incompletely described herein or in the Assignment, the Parties shall work together in good faith to correct such incorrect or incomplete description.
(c) Records, Contracts and Files. Within five (5) business days after the Closing, all original or legible copies of the Records (including lease records, land records, existing contract, well files, well logs, core analyses, drilling records, and all other pertinent materials) pertaining to the Assets in the possession or control of Seller or any parent, subsidiary, affiliated or related entity of Seller shall be delivered to Buyer.
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(d) Notices after Closing. Seller shall promptly notify Buyer of its receipt after the Closing Date of any instrument(s), notification(s), or other document(s) affecting the Assets and shall promptly provide Buyer with a copy of such notice.
(e) Revenue of Other Party. If either Party receives revenues that belong to the other Party pursuant to this Agreement, then the Party receiving such revenues agrees to remit those revenues in immediately available funds to the other Party promptly, but in any event no later than the fifteenth (15th) day of the month following any month such revenues are received.
(f) Property Tax Proration. Seller shall remain responsible for ad valorem and similar Taxes associated with the Assets that are attributable to the periods of time prior to Effective Time and Buyer shall be responsible for ad valorem and similar Taxes associated with the assets from and after the Effective Time. Should these taxes not be taken care of at Closing, such prorated payments shall be due and payable by the Party paying such taxes within thirty (30) days of receipt of a properly documented invoice for the same.
Article IV
Apportionment of Liabilities; Indemnity Obligations
4.1. Apportionment of Liabilities.
(a) Retained Obligations. From and after the Effective Time, Seller will retain responsibility for all obligations and non-environmental liabilities, including, without limitation, obligations associated with funds held or required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time (collectively, the “Retained Obligations”); provided, however, it is further expressly understood and agreed that Seller shall not, and does not, retain any liability or responsibility for, and the Retained Obligations DOES NOT INCLUDE, any liabilities related to (i) compliance with environmental Laws or (ii) plugging and abandonment obligations as such is related to the Wells, which are understood, agreed and accepted to be the sole and complete responsibility, liability and obligation of Buyer (collectively, the “Environmental Liabilities”).
(b) Assumed Obligations. Without limiting the previous sentence in any way, from and after the Effective Time, Buyer will assume responsibility for (i) all obligations and liabilities related to the ownership, use or operation of the Assets that are attributable to periods from and after the Effective Time (collectively, the “Assumed Obligations”), and (ii) the Environmental Liabilities.
4.2. Seller’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, Seller shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS each entity comprising Buyer and their respective parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against any and all demands, losses, liabilities, claims, damages, obligations, causes of action, suits, judgments, liens, expenses, fines, penalties, and costs (including reasonable attorneys’ fees, court costs, expert fees, and other reasonable costs) (collectively, “Losses”) incurred by any of the Buyer Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of Seller contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of Seller contained in this Agreement, the Conveyance or in any transaction document related hereto; or (iii) Retained Obligations.
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4.3. Buyer’s Indemnity Obligations. From and after the Effective Time, to the fullest extent permitted by law, each entity comprising Buyer, severally and not jointly or jointly and severally, shall RELEASE, INDEMNIFY, PROTECT, DEFEND, AND HOLD HARMLESS Seller and its parent, subsidiary, and affiliated entities of any tier and its and their respective officers, owners, members, managers, shareholders, joint venturers, co-owners, directors, employees, consultants, advisors, and any successors or assigns of any of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred by any of the Seller Indemnified Parties and caused by, resulting from or in any way incidental or attributable to: (i) any breach of, misrepresentation in, untruth in or inaccuracy in any representation or warranty of such Buyer entity contained in this Agreement or in any transaction document related hereto; (ii) any breach of any covenant of such Buyer entity contained in this Agreement, the Conveyance or in any transaction document related hereto; (iii) the Assumed Obligations; or (iv) the Environmental Obligations.
4.4. Express Negligence Disclosure. UNLESS THIS AGREEMENT EXPRESSLY PROVIDES TO THE CONTRARY, THE INDEMNITY, RELEASE, WAIVER, AND ASSUMPTION PROVISIONS SET FORTH IN THIS AGREEMENT APPLY REGARDLESS OF WHETHER THE INDEMNIFIED PARTY CAUSES, IN WHOLE OR IN PART, AN INDEMNIFIED CLAIM, INCLUDING, WITHOUT LIMITATION, INDEMNIFIED CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR IN PART, FROM, OUT OF OR IN CONNECTION WITH THE CONDITION OF THE PROPERTY OR THE INDEMNIFIED PARTY’S SOLE OR CONCURRENT NEGLIGENCE OF ANY DEGREE, STRICT LIABILITY OR FAULT. SELLER AND BUYER ACKNOWLEDGE AND AGREE THAT THE FOREGOING STATEMENT IS CONSPICUOUS, AFFORDS FAIR AND ADEQUATE NOTICE AND COMPLIES WITH THE EXPRESS NEGLIGENCE RULE.
4.5. Specific Performance. Without imitating any other remedies that may be available, each Party shall be entitled to specific performance of the other Party’s obligations under this Agreement
4.6. Notification. Within thirty (30) days after a third party has notified a Party in writing of a claim for which such Party (the “Indemnified Party”) is entitled to indemnification from the other Party (the “Indemnifying Party”), the Indemnified Party so notified will notify the Indemnifying Party and afford the Indemnifying Party the opportunity to assume the defense or settlement of such claim at its own expense with counsel of its choosing, and the Indemnified Party will reasonably cooperate to make available all pertinent information under its control or in its possession. The Indemnified Party has the right to join in the defense of any such claim with counsel of its own choosing and at its own expense. Notwithstanding the notice requirement provided in this section, the right to indemnification under this Agreement shall not be affected by any failure to give or any delay in giving such notice unless, and then only to the extent that, the Indemnifying Party’s rights and remedies have been actually materially prejudiced as a result of such failure or delay
Article V
Termination
5.1. Termination. This Agreement and the transactions contemplated hereby may be terminated at any time prior to Closing:
(a) by Seller, at Seller’s option, if any of the conditions set forth in Article 3.2 have not been satisfied on or before the Closing Date;
(b) by Buyer, at Buyer’s option, if any of the conditions set forth in Article 3.3 have not been satisfied on or before the Closing Date;
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(c) by the mutual written consent of the Parties; or
(d) by Seller or Buyer if the Closing shall not have occurred on or before August 1, 2022;
provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (a), or (b) above if such Party is at such time in material breach of any provision of this Agreement. If this Agreement is terminated by a Party because of the breach of this Agreement by the counter Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of the failure of the other Party to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired. If the obligation to close the transactions contemplated hereby is terminated pursuant to any provision of this section, then this Agreement shall forthwith become void and the Parties shall have no liability or obligation hereunder except and to the extent such termination results from the willful breach by a Party of any of its covenants or agreements hereunder.
Article VI
Miscellaneous
6.1. Subrogation of Warranties and Indemnities. To the extent transferable (including transferable with consent), Seller will assign and grant to Buyer, its successors and assigns (and Seller will execute any documentation reasonably necessary to effect such assignment and grant), the full power and right of substitution and subrogation in and to and all covenants and warranties (including, without limitation, warranties of title) and in and to all rights to indemnification (including, without limitation, environmental, injury to property or persons (including, without limitation, death and disability)) given or made with respect to the Assets or any part thereof by preceding owners, vendors, contractors or others
6.2. Notices. All notices and other communications required, permitted, or desired to be given hereunder must be in writing and sent by (a) registered or certified U.S. mail (return receipt requested), properly addressed as shown herein below, and with all postage or charges fully prepaid, (b) by hand delivery, (c) by facsimile transmission, or (d) by electronic mail transmission. Date of service by mail, hand delivery, facsimile or electronic mail is the date on which such notice or other communication is actually received by the addressee.
Each Party may change its address by notifying the other Parties in writing.
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6.3 Exhibits; Entire Agreement; Amendments. The exhibits identified in this Agreement are incorporated herein by reference and made a part hereof for all purposes. This Agreement (together with all other agreements and instruments contemplated hereby to which the Parties are or will be a party) contains the entire agreement between the Parties with respect to the transaction covered hereby and thereby and supersedes all prior agreements between the Parties, oral or written, relating to the subject matter of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. This Agreement may be amended, modified, altered or supplemented only by written agreement signed by duly authorized representatives of all Parties.
6.4 Binding Effect. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns, and all the terms, provisions, covenants, obligations, indemnities, representations, warranties, and conditions of this Agreement shall be enforceable by the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement (or any of its rights or obligations hereunder) to any other person or entity without the prior written consent of the other Party, which consent cannot be unreasonably withheld.
6.5 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be deemed modified to the extent necessary to make it valid and enforceable, and if it cannot be so modified, then it shall be deemed deleted and the remainder of this Agreement shall continue in full force and effect.
6.6 Interpretation. The headings and titles in this Agreement are for convenience only and shall have no significance in interpreting or otherwise affect the meaning of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and all other agreements or instruments contemplated hereby to which the Parties are or will be a party. In the event an ambiguity or question of intent or interpretation arises, this Agreement and such ancillary agreements shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement or such ancillary agreement. The words “include,” “includes” or “including” (or any other tense or variation of the word “include”) in this Agreement shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The terms contained in this Agreement are applicable to the singular as well as to the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant. References herein to the “knowledge” of a Party, shall mean the knowledge of such Party and any of its officers or management level personnel, as a prudent business person, could have obtained after making reasonable inquiry with respect to the particular matter in question, including reasonable inquiry of any other appropriate employees and contractors of such Party.
6.7 Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Texas, without regard to any provision thereof that would result in the application of the laws of another jurisdiction.
6.8 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY(IES) WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY(IES) HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT SHALL BE EXCLUSIVELY LITIGATED IN COURTS HAVING SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
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6.9 No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
6.10 Survival. All of the representations and warranties included or provided for in this Agreement or any transaction documents related hereto shall survive Closing for the full applicable statute of limitations. All of the covenants and agreements that are to be performed on or prior to the Closing Date shall terminate as of the Closing Date. Unless expressly stated herein to the contrary, all of the covenants, agreements and indemnities that are to be performed from and after the Closing Date and the special warranty of title contained in the Conveyance shall survive without time limit
6.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original instrument, but all of which when taken together shall constitute but one and the same instrument. Signatures exchanged by fax or pdf signatures shall be considered binding.
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
| SELLER: |
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| PETRODOME PINEVILLE, LLC |
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| By: | /s/ James A. Doris |
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| Printed Name: James A. Doris | ||
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| Title: Chairman |
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This Purchase and Sale Agreement is executed by the undersigned duly authorized representatives of Seller and Buyer to be effective for all purposes as of the Effective Time.
| BUYER: |
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| WPP PETRO, L.L.C. |
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| By: | /s/ James A. Bohannon, III |
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| Printed Name: James A. Bohannon, III |
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| Title: Sole Member |
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Exhibit “A”
Wells
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
PETRODOME PINEVILLE, LLC Jasper County, Mississippi WI NRI Ulmer 28-1 0.497721355 0.372073385 Brown 28-1#1 0.5 0.3535 Smith County, Mississippi Plum Creek 23-1 #1 0.497721355 0.372073385
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Exhibit “B”
Leases
LEASES
All Oil & Gas Leases and any renewal or extension thereof.
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Ruff, Marguerite Renpetco II, LLC 3/9/2014 21401374 Burnett, Claudia Renpetco II, LLC 1/27/2014 21401375 Stubbs, Jimmy Renpetco II, LLC 2/12/2014 21401376 Shaffer, Cynthia Rogers Renpetco II, LLC 12/12/2013 21401377 Kennedy, Mary Jane Jones Renpetco II, LLC 1/21/2014 21401378 Teter, Kim Loch Renpetco II, LLC 1/16/2014 21401379 Nichols, Mary Griffin A. Renpetco II, LLC 3/10/2014 21401380 Jones, Jay Talbert Renpetco II, LLC 1/21/2014 21401381 Clampitt, Robert Hilton Renpetco II, LLC 11/27/2013 21401382 Shook, Hope Renpetco II, LLC 2/15/2014 21401383 Malone, Linda Gail Jones Renpetco II, LLC 3/12/2014 21401384 McMahon, Elizabeth L. Renpetco II, LLC 1/30/2014 21401385 King, Cynthia Anne Renpetco II, LLC 11/27/2013 21401386 Wedemeyer, Cristy Loch Renpetco II, LLC 1/16/2014 21401387 McComb, Catherine Jones Renpetco II, LLC 1/16/2014 21401388 Wiginton, Michelle Renpetco II, LLC 11/27/2013 21401389 Stringer, Jo Nell Eddins Renpetco II, LLC 2/12/2014 21401390 Bufkin, Mary Jones Renpetco II, LLC 3/12/2014 21401391 Lamb, Sharon R. Renpetco II, LLC 3/13/2014 21401392 Alexander, Susan Renpetco II, LLC 3/20/2014 21401393 Hodgson, Christopher Renpetco II, LLC 11/27/2013 21401394 Bonnie Langston Memorial Scholarship Trust Renpetco II, LLC 2/4/2014 21401395 Massey, Priscilla Renpetco II, LLC 1/28/2014 21401396 Holder, Alison Renpetco II, LLC 2/13/2014 21401397 Rogers, III, William Clinton Renpetco II, LLC 3/13/2014 21401398 Lay, A.K. Jr. & Marsha G. Renpetco II, LLC 2/13/2014 21401399 Brooks, James J. Renpetco II, LLC 1/30/2014 21401400 Denson, William Lloyd & Sharon Lay Renpetco II, LLC 2/13/2014 21401401 Schroll, Katheryn Gene Scott Renpetco II, LLC 1/16/2014 21401402 Burton, Gweneth T. Renpetco II, LLC 4/10/2014 21401403 Alexander, Sara Margaret Renpetco II, LLC 2/12/2014 21401404 Toruno, Margaret Renpetco II, LLC 2/4/2014 21401405 Wallace, Jennifer Wilkins Renpetco II, LLC 3/18/2014 21401406 Rogers, Brett Allen Renpetco II, LLC 3/13/2014 21401407 Massey, John B. Renpetco II, LLC 1/28/2014 21401408 Turpin, Mary Lou Cole Renpetco II, LLC 1/17/2014 21401409 Scibal, Charlene H. Renpetco II, LLC 1/15/2014 21401410 Hodgson, John Renpetco II, LLC 11/27/2013 21401411 Ishee, Pamela T. Renpetco II, LLC 4/10/2014 21401412 Metz, Jerry L. Renpetco II, LLC 12/19/2013 21401413 Massey, Dr. Walter Boyd Renpetco II, LLC 1/28/2014 21401414 Hodgson, Marlin Renpetco II, LLC 11/27/2013 21401415 Leavitt, Scott Renpetco II, LLC 4/17/2014 21401416 Kilbride, Wendi Renpetco II, LLC 12/27/2013 21401417 Davidson, Roberta H. Renpetco II, LLC 1/15/2014 21401418 Sumrall Family Partnership Renpetco II, LLC 1/27/2014 21401419 Clark, Joyce A. Renpetco II, LLC 1/16/2014 21401420 Jones, Patricia D. Hinton Renpetco II, LLC 1/13/2014 21401421 Rogers, Susan Couch Renpetco II, LLC 3/13/2014 21401422 Jones, William Bryan Renpetco II, LLC 1/21/2014 21401423 Peek, Cathy Renpetco II, LLC 1/27/2014 21401424 Carter, David M. Renpetco II, LLC 4/8/2014 21401425 Houston, R.K. Jr & Alice G. Renpetco II, LLC 2/5/2014 21401426 Miller, David W. Renpetco II, LLC 4/8/2014 21401427 Fail, Joseph D. Renpetco II, LLC 1/13/2014 21401428 Tuszynski, Tyler C. Renpetco II, LLC 2/11/2014 21401429 Wilkins, Martin Lyle Renpetco II, LLC 3/18/2014 21401430 Higgins, Patsy Ruth H. Renpetco II, LLC 2/5/2014 21401431 Welch, Ellen Renpetco II, LLC 4/18/2014 21401432 Loch, Jeff Renpetco II, LLC 1/16/2014 21401433 Wilkins, James Donald Renpetco II, LLC 3/5/2014 21401434 Adams, Linda Kay Widener Renpetco II, LLC 1/29/2014 21401435 Robinson, Mary Horn Renpetco II, LLC 3/5/2014 21401437 Eddins, Jr., Rufus O. Renpetco II, LLC 2/21/2014 21401438 Palmer, Sandra Holliday Renpetco II, LLC 3/5/2014 21401439 Lasseter, Jennifer A. Renpetco II, LLC 2/18/2014 21401440 Loftis, Dianna H. Renpetco II, LLC 3/20/2014 21401441 McCollum, Jerrald Douglas Renpetco II, LLC 2/5/2014 21401442 Bradford, Melinda Alexander Renpetco II, LLC 3/20/2014 21401443 Wilkins, Pat Allen Renpetco II, LLC 3/18/2014 21401444 Holder, Richard C. Renpetco II, LLC 12/12/2013 21401445 Bingham, Edward A. and Vickey Renpetco II, LLC 12/12/2013 21401445 Alexander, Jr., William Harrison & Donna F. Renpetco II, LLC 3/5/2014 21401446 Alexander, Joe Franklin Renpetco II, LLC 3/5/2014 21401447 Bingham, Joseph L. Renpetco II, LLC 12/12/2013 21401448 Alexander, Nora Joyce G. Renpetco II, LLC 3/5/2014 21401449 Rogers, Robert R. Renpetco II, LLC 12/12/2013 21401450 Leavitt, Brian Keith Renpetco II, LLC 4/21/2014 21401451 Bingham, Edward A. and Vickey Renpetco II, LLC 2/19/2014 21401452 Sullivan, Beverly M. Renpetco II, LLC 3/29/2014 21401453 Sumrall Family Partnership, William B. Sumrall Clovelly Oil Company, LLC 10/7/2013 21401454 Bingham, Joseph L. Renpetco II, LLC 2/19/2014 21401455 Simon, Linda Miley Renpetco II, LLC 3/29/2014 21401456 Smith, Christina Pigg Renpetco II, LLC 12/2/2013 21401457 Smith, Christine Pigg Clovelly Oil Company, LLC 10/9/2013 21401458 Evans, III, James J. Renpetco II, LLC 12/2/2013 21401459 Evans, III, James J. Clovelly Oil Company, LLC 10/9/2013 21401460 Pigg, Patricia E. Renpetco II, LLC 12/2/2013 21401461 Pigg, Patricia E. Clovelly Oil Company, LLC 10/9/2013 21401462 Conerly, III, Lamar A. Renpetco II, LLC 12/2/2013 21401463 Fail, Charles F. & Dorothea C. Renpetco II, LLC 3/5/2014 21401464 Conerly, III, Lamar A. Clovelly Oil Company, LLC 10/9/2013 21401465 McNeil, Mike & Susan Renpetco II, LLC 3/5/2014 21401466 McCurdy, Betsy B. Renpetco II, LLC 4/28/2014 21401467 Hazard, Anna Hart Clovelly Oil Company, LLC 10/23/2013 21401468 Fail, Cy F. & Pamela R. Renpetco II, LLC 3/5/2014 21401469 Zollenberg, Chrissy Burnett Renpetco II, LLC 4/28/2014 21401470 McFarland, Sr., Robert R. Clovelly Oil Company, LLC 10/23/2013 21401471 Brown, James R. and Nancy J. Renpetco II, LLC 1/6/2014 21401472
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McLeod, Jo Anne Clovelly Oil Company, LLC 10/23/2013 21401473 Smith, Richard V. Renpetco II, LLC 4/10/2014 21401474 Brown Development Properties, LLC Renpetco II, LLC 1/6/2014 21401475 Brown, Thomas E. and Barbara L. Renpetco II, LLC 1/6/2014 21401476 Brown Timberlands, LLC Renpetco II, LLC 1/6/2014 21401477 Seymour, Stephanie Renpetco II, LLC 7/29/2014 21401481 Burnett, Jr., John Robert Renpetco II, LLC 4/28/2014 21401483 McCormick, Richard H. Renpetco II, LLC 7/29/2014 21401484 Mississippi Power Company, a MS Corporation Renpetco II, LLC 6/9/2014 21401485 Jefcoat, Craig A. & Debbie G. Renpetco II, LLC 7/29/2014 21401487 Craft, Alex Clovelly Oil Company, LLC 6/20/2013 21401488 Pickens, Owen Clovelly Oil Company, LLC 6/20/2013 21401490 Craft, Jackie Clovelly Oil Company, LLC 6/20/2013 21401492 Jones, Ethel Lee Quince Clovelly Oil Company, LLC 6/20/2013 21401493 Quince, Eddie Clovelly Oil Company, LLC 6/20/2013 21401494 Walker, Paul L. Renpetco II, LLC 5/8/2013 21401495 Shook, Hope Renpetco II, LLC 5/20/2013 21401496 Quince, Willie K. Clovelly Oil Company, LLC 6/20/2013 21401497 Alexander, Sara Margaret Renpetco II, LLC 5/20/2013 21401498 Hodgson, Marlin Renpetco II, LLC 6/10/2013 21401499 Smith, Joyce S. Renpetco II, LLC 5/21/2013 21401500 Wiginton, Michelle A. Renpetco II, LLC 6/10/2013 21401501 Bingham, Joseph L. Renpetco II, LLC 5/20/2013 21401502 Abney, Robert L. III Renpetco II, LLC 7/30/2013 21401503 Edmonson, Van Kersh Renpetco II, LLC 5/21/2013 21401504 Watson, Jo Helen Potts Renpetco II, LLC 8/17/2013 21401505 Eddins, Jr., Rufus O. Renpetco II, LLC 5/20/2013 21401506 Ward, Robert R. Renpetco II, LLC 5/22/2013 21401507 Clampitt, Robert Hilton Renpetco II, LLC 8/20/2013 21401508 Rogers, Jeanne Y. Renpetco II, LLC 5/22/2013 21401509 Sumrall Family Partners, L.P. Renpetco II, LLC 5/28/2013 21401510 Stubbs, Jimmy Renpetco II, LLC 5/20/2013 21401511 Musgrove, Carolyn Anderson Renpetco II, LLC 5/20/2013 21401512 Eddins, Sammy B. Renpetco II, LLC 5/20/2013 21401513 Brown, Sandra Anderson Renpetco II, LLC 5/20/2013 21401514 Bingham, Edward A. Renpetco II, LLC 5/20/2013 21401515 Brown, J.R. Renpetco II, LLC 5/20/2013 21401516 Stringer, Jo Nell Eddins Renpetco II, LLC 5/20/2013 21401517 Henson, Jane Eddins Renpetco II, LLC 5/20/2013 21401518 Lasseter, Jennifer Anderson Renpetco II, LLC 5/20/2013 21401519 Craft, Ruddy Clovelly Oil Company, LLC 6/20/2013 21401520 Formby, Jean Renpetco II, LLC 6/10/2013 21401521 Hodgson, Christopher Renpetco II, LLC 6/10/2013 21401522 King, Cynthia Anne Renpetco II, LLC 8/20/2013 21401523 Bartolino, Jamie Lauren Clovelly Oil Company, LLC 12/22/2011 21401592 Bartolino, Jeffrey David Clovelly Oil Company, LLC 12/22/2011 21401593 The Laster Family Limited Partnership Clovelly Oil Company, LLC 1/5/2012 21401594 Hare, Stacy Clovelly Oil Company, LLC 4/1/2012 21401595 Lyons, Cynthia L. Russell Clovelly Oil Company, LLC 1/18/2012 21401596 Lyons, William Hughes Clovelly Oil Company, LLC 1/18/2012 21401597 McCormick, Dr. Eric C. Clovelly Oil Company, LLC 11/29/2011 21401617 Simmons, Thomas R. and Donis G. Clovelly Oil Company, LLC 11/21/2011 21401618 Holder, John R. and Doris G. Clovelly Oil Company, LLC 11/21/2011 21401619 Martin, Kathryn Renpetco II, LLC 5/3/2014 21401760 Livingston, June Gail Renpetco II, LLC 5/14/2014 21401761 Martin, Jeff Donald Renpetco II, LLC 5/3/2014 21401762 Cole, John M. Renpetco II, LLC 3/7/2014 21401763 Buckley, Frankie Jean Renpetco II, LLC 5/14/2014 21401764 Rogers, Patricia Renpetco II, LLC 4/21/2014 21401765 Cowden, Polly Jane Martin Renpetco II, LLC 5/3/2014 21401766 Mueller, Henry J. Renpetco II, LLC 4/4/2014 21401767 Cowden, Polly Martin Renpetco II, LLC 5/3/2014 21401768 Parker, Troy & Candace Renpetco II, LLC 9/8/2014 21402072 Bonnie Compton Whitaker Trust & Charles G. Gates Estate Renpetco II, LLC 7/9/2014 21402098 Conoco Phillips Company Renpetco II, LLC 9/20/2014 21402149 William Beanland Residuary Trust, Wells Fargo Agent Renpetco II, LLC 9/2/2014 21402600 Belcher, Dinah Renpetco II, LLC 9/29/2014 21402601 Spann, Rachel Renpetco II, LLC 9/29/2014 21402602 Ely, Brian A. & Cari H. Renpetco II, LLC 7/29/2014 21402603 Sims, Billy Renpetco II, LLC 9/29/2014 21500056 Sims, Donald Renpetco II, LLC 9/29/2014 21500057 Sheilds, Margaret Renpetco II, LLC 9/29/2014 21500058 Cole, Ann Buatt Renpetco II, LLC 2/20/2015 21500401 21500402 Meeler, Ellen Sims Renpetco II, LLC 1/20/2015 21500437 Saunders, Peggy Sims Renpetco II, LLC 1/20/2015 21500439 Sims, Patsy Renpetco II, LLC 1/20/2015 21500549 Sims, Howard Alan Renpetco II, LLC 1/20/2015 21500551 Glisson, William J. Clovelly Oil Company, LLC 8/28/2013 21501341 Gaudet, Amy S. Renpetco II, LLC 1/20/2015 21501367 Sims, Hester Renpetco II, LLC 1/20/2015 21501368 Vierson Oil & Gas Co. Renpetco II, LLC 8/1/2015 21501664 Jean Formby Petrodome Pineville, LLC 03/04/2016 21601027
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LESSOR LESSEE (SMITH COUNTY) DATE BOOK PAGE ENTRY NO. Cynthia Rogers Shaffer RENPETCO II, LLC 02/19/2014 21401318 Robert R. Rogers RENPETCO II, LLC 02/19/2014 21401319 Richard C. Holder RENPETCO II, LLC 02/19/2014 21401320 James J. Evans, III RENPETCO II, LLC 02/24/2014 21401321 Christine Pigg Smith RENPETCO II, LLC 02/24/2014 21401322 Patricia E. Pigg RENPETCO II, LLC 02/24/2014 21401323 Lamar A. Conerly, III RENPETCO II, LLC 02/24/2014 21401324 Percy Ray Worley and his wife Barbara Ann Tynes Worley RENPETCO II, LLC 04/02/2014 21401337 Emily Jane Hewitt Abraham RENPETCO II, LLC 04/04/2014 21401339 Joseph D. Hewitt RENPETCO II, LLC 04/04/2014 21401342 Edith V. Avenmarg RENPETCO II, LLC 02/04/2014 21401350 William H. Hewitt, Jr. RENPETCO II, LLC 04/04/2014 21401355 Dwayne Karns RENPETCO II, LLC 04/02/2014 21401357 Wilma Marcia Crain RENPETCO II, LLC 03/06/2014 21401365
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Charles W. Heald RENPETCO II, LLC 03/19/2014 21401373 Brett Allen Rogers RENPETCO II, LLC 03/13/2014 21401407 Dinah Belcher RENPETCO II, LLC 09/29/2014 21402601 Rachel Spann RENPETCO II, LLC 09/29/2014 21402602 Billy Sims RENPETCO II, LLC 09/29/2014 21500056 Donald Sims RENPETCO II, LLC 09/29/2014 21500057 Margaret Shields RENPETCO II, LLC 09/29/2014 21500058 Ellen Sims Meeler RENPETCO II, LLC 01/20/2015 21500437 Peggy Sims Saunders RENPETCO II, LLC 01/20/2015 21500439 Patsy Sims RENPETCO II, LLC 01/20/2015 21500549 Howard Alan Sims RENPETCO II, LLC 01/15/2015 21500551 Amy S. Gaudet RENPETCO II, LLC 01/20/2015 21501367 Hester Sims RENPETCO II, LLC 01/20/2015 21501368 Jeffrey David Bartolino, a single man Petrodome Pineville, LLC 10/03/2016 21700078 Jamie Lauren Bartolino, a single woman PETRODOME PINEVILLE LLC 10/03/2016 21700079 John R. Holder PETRODOME PINEVILLE LLC 09/23/2016 21700084 Dr. Eric C. McCormick, a single man RENPETCO II, LLC 09/14/2016 21700086 Donis G. Simmons PETRODOME PINEVILLE LLC 09/23/2016 21700089 Thomas Marcus Simmons PETRODOME PINEVILLE LLC 09/23/2016 21700090 Grant, Randal Clovelly Oil Company, LLC 11/8/2011 201202680 Reed, Deborah G. Clovelly Oil Company, LLC 11/8/2011 201202681 Rebovich, Bonnie G. Clovelly Oil Company, LLC 11/8/2011 201202682 Nair, Janis G. Clovelly Oil Company, LLC 11/8/2011 201202683 Hogue, Marlene G. Clovelly Oil Company, LLC 11/8/2011 201202685 Brown, Peggy Ruth Clovelly Oil Company, LLC 11/8/2011 201202686 Brown, J.R. Clovelly Oil Company, LLC 11/8/2011 201202687 Alexander, Sara M. Clovelly Oil Company, LLC 11/8/2011 201202688 Brown, Thomas E. Clovelly Oil Company, LLC 11/8/2011 201202692 Wyatt, Robert W. Clovelly Oil Company, LLC 11/16/2011 201202693 Wyatt, Jimmy Roy Clovelly Oil Company, LLC 11/16/2011 201202694 Musgrove, Carolyn A. Clovelly Oil Company, LLC 11/16/2011 201202695 Lasseter, Jennifer A. Clovelly Oil Company, LLC 11/16/2011 201202696 Wyatt, Joe M. Clovelly Oil Company, LLC 11/16/2011 201202697 Dunn, Susan Eddins Clovelly Oil Company, LLC 11/16/2011 201202698 Eddins, Rufus O. Jr. Clovelly Oil Company, LLC 11/16/2011 201202705 Eddins, Sammy Clovelly Oil Company, LLC 11/17/2011 201202706 Stringer, Jo Nell Eddins Clovelly Oil Company, LLC 11/17/2011 201202707 Stubbs, Jimmy Clovelly Oil Company, LLC 11/17/2011 201202716 Henson, Jane Eddins Clovelly Oil Company, LLC 11/17/2011 201202717 Rogers, Jeanne Y. Clovelly Oil Company, LLC 11/18/2011 201202718 Bingham, Joseph L. Clovelly Oil Company, LLC 11/21/2011 201202719 Bingham, Edward A. Clovelly Oil Company, LLC 11/21/2011 201202720 Brown, Sandra J. Clovelly Oil Company, LLC 11/16/2011 201202721 McEwen, Mabel A. Clovelly Oil Company, LLC 12/6/2011 201202722 Smith, Welton Lamar Jr. Clovelly Oil Company, LLC 12/2/2011 201202729 Peterson, Charlotte J.B. Clovelly Oil Company, LLC 12/20/2011 201202732 Brown, Michael P. Clovelly Oil Company, LLC 12/20/2011 201202733 Shelby, Cleo Clovelly Oil Company, LLC 1/9/2012 201202734 Currie, Wayne Clovelly Oil Company, LLC 1/13/2012 201202736 Brown, Deavors F. Clovelly Oil Company, LLC 1/18/2012 201202737 Currie, Mildred G. Clovelly Oil Company, LLC 2/1/2012 201202738 Martin, Joanna G. Clovelly Oil Company, LLC 2/1/2012 201202739 Mattox, Sara K. Clovelly Oil Company, LLC 1/18/2012 201202740 Wyatt, Diane R. Clovelly Oil Company, LLC 3/14/2012 201202744 Thomson, Julie Clovelly Oil Company, LLC 4/26/2012 201202745 Aoun, Tammy G. Clovelly Oil Company, LLC 2/1/2012 201202749 Powell, Billy Clovelly Oil Company, LLC 5/9/2012 201202750 Mattox, Sara K. Renpetco II, LLC 5/1/2013 201301521 Brown, Jr., Charles E. Renpetco II, LLC 5/1/2013 201301522 Brown, Peggy Ruth Renpetco II, LLC 5/1/2013 201301523 Brown, Devors F. Renpetco II, LLC 5/1/2013 201301524 Alexander, Sara Margaret Renpetco II, LLC 5/7/2013 201301531 Eddins, Sammy B. Renpetco II, LLC 5/7/2013 201301586 Stringer, Jo Nell Eddins Renpetco II, LLC 5/7/2013 201301587 Musgrove, Carolyn Anderson Renpetco II, LLC 5/14/2013 201301588 Brown, J.R. Renpetco II, LLC 5/7/2013 201301605 Bingham, Joseph L. Renpetco II, LLC 5/20/2013 201301777 Bingham, Edward A. Renpetco II, LLC 5/20/2013 201301778 Dunn, Susan Eddins Renpetco II, LLC 5/1/2013 201301779 Eddins, Jr., Rufus O. Renpetco II, LLC 5/20/2013 201301781 Stubbs, Jimmy Renpetco II, LLC 5/7/2013 201301782 Brown, Sandra Anderson Renpetco II, LLC 5/28/2013 201301783 Brown, Michael P. Renpetco II, LLC 5/7/2013 201301784 Lasseter, Jennifer Anderson Renpetco II, LLC 5/28/2013 201301867 Winders, Anne Shaddock Renpetco II, LLC 5/30/2013 201302039 Henson, Jane Eddins Renpetco II, LLC 5/7/2013 201302040 Wyatt, Sharon S. Renpetco II, LLC 5/8/2013 201302133 Black Stone Minerals Company, L.P. Renpetco II, LLC 1/3/2014 201400908 The Allar Company, EG3 Inc. Renpetco II, LLC 1/31/2014 201401903 EG3, Inc. Renpetco II, LLC 1/31/2014 201401904 Shook, Hope Renpetco II, LLC 5/28/2013 201401905 Strong Bros. Logging, Inc. Renpetco II, LLC 6/21/2013 201402540 Gable, Jerry Renpetco II, LLC 12/13/2013 201402541 Wilson, Howard D. Renpetco II, LLC 6/28/2013 201402542 Gable, Curtis Renpetco II, LLC 12/13/2013 201402543 Reynolds, Susan S. Renpetco II, LLC 11/6/2013 201402544 McEwen, Mabel A. Renpetco II, LLC 6/20/2013 201402545 Parker, Sandra S. Renpetco II, LLC 11/6/2013 201402547 Alexander Timber Company, LP Renpetco II, LLC 1/31/2014 201402548 Lockhart, James T. Renpetco II, LLC 1/29/2014 201402549 James T. Lockhart RENPETCO II, LLC 01/29/2014 201402549 Lockhart, Jr., Billy M. Renpetco II, LLC 1/29/2014 201402550 Tarver, Elizabeth L. Renpetco II, LLC 1/29/2014 201402551 Marx, Carolyn L. Renpetco II, LLC 1/29/2014 201402552 Moore, Lillian Wells Renpetco II, LLC 6/18/2013 201402553 Gunter, Barbara M. Renpetco II, LLC 6/12/2013 201402554 Longino, Jr., James Marion Renpetco II, LLC 6/17/2013 201402555 Marx, Carolyn L. Renpetco II, LLC 6/4/2014 201402556 Denson, Allyson Renpetco II, LLC 6/5/2013 201402557
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King, Krystal Renpetco II, LLC 5/21/2014 201402825 Clarke, Elizabeth Renpetco II, LLC 7/26/2014 201402826 Dickerson Minerals, LLC Renpetco II, LLC 4/18/2014 201402827 Jackson, Kimberly Hanks Renpetco II, LLC 9/23/2013 201402828 Williamson, Howard Sr. Renpetco II, LLC 6/10/2014 201402829 Mendyk, Nora Boykin Renpetco II, LLC 7/10/2014 201402831 Herman, Mary Glenn Renpetco II, LLC 7/10/2014 201402832 Middleton, Bonnie Sue Clovelly Oil Company, LLC 12/20/2012 201402833 Phillips, J. Larry Renpetco II, LLC 7/10/2014 201402834 Pace, Margaret N. Clovelly Oil Company, LLC 6/25/2012 201402835 Boykin, Jerry Wayne Renpetco II, LLC 7/10/2014 201402836 Williams, Patricia Lynn Coutant Renpetco II, LLC 11/27/2013 201402837 Lyons, William Hughes Renpetco II, LLC 7/12/2014 201402838 Hare, Stacey Renpetco II, LLC 7/14/2014 201402839 Bartolino, Jamie Lauren Renpetco II, LLC 7/14/2014 201402840 Baugh, Mattie S. Renpetco II, LLC 7/10/2014 201402841 Bartolino, Jeffrey David Renpetco II, LLC 7/14/2014 201402842 Lyons, Cynthia L. Russell Renpetco II, LLC 7/12/2014 201402843 Lometa Hudnall Cox Trust #2 Renpetco II, LLC 4/23/2014 201402844 Martin, Bobbie Renpetco II, LLC 4/10/2014 201402845 Dove, Benjamin & Janie Renpetco II, LLC 5/21/2014 201402846 FABO II, LLC Renpetco II, LLC 12/4/2013 201402847 Boteler-Wood Properties, LLC Renpetco II, LLC 12/4/2013 201402848 Dyse, Mary Helen Dove Renpetco II, LLC 5/21/2014 201402849 Linehan, William Marston Renpetco II, LLC 11/26/2013 201402850 Dove, Michael Renpetco II, LLC 5/21/2014 201402851 Linehan, Earl Louis Renpetco II, LLC 11/26/2013 201402852 Grelling, Boren Edward Renpetco II, LLC 3/11/2014 201402853 Linehan, John J. Renpetco II, LLC 11/26/2013 201402854 Moffett, Lou Annie Renpetco II, LLC 5/21/2014 201402855 Linehan, Marsha Marie Renpetco II, LLC 11/26/2013 201402856 Haynes, Aline Marie Renpetco II, LLC 11/26/2013 201402857 Cooper, Mary Alice Renpetco II, LLC 5/21/2014 201402858 Ulmer, Mary Dove Renpetco II, LLC 5/21/2014 201402859 Ross, Ora Lee Renpetco II, LLC 5/21/2014 201402860 Carr, Jr., Charles Renpetco II, LLC 5/21/2014 201402861 Dove, Jimmy Renpetco II, LLC 5/21/2014 201402863 Ridgway Management, Inc. Renpetco II, LLC 3/10/2014 201402864 Grelling, Mae Ann Renpetco II, LLC 3/11/2014 201402866 Grelling, Terry Ann Renpetco II, LLC 3/11/2014 201402868 Tennyson, Anna Faye Hester Renpetco II, LLC 3/19/2014 201402869 Strickland, Kipp Edwin Renpetco II, LLC 4/7/2014 201402871 Cunningham, Shelia Renpetco II, LLC 5/21/2014 201402873 Agee, Mary Renpetco II, LLC 5/21/2014 201402875 Cunningham, Antion Renpetco II, LLC 5/21/2014 201402877 Dove, Jasmine Renpetco II, LLC 5/21/2014 201402879 Barbour, Genevieve McBee Renpetco II, LLC 11/8/2013 201402880 Barbour, Linda K. Renpetco II, LLC 11/8/2013 201402881 Daughtrey, K.R. Renpetco II, LLC 11/27/2013 201402882 Barbour, William H., Jr. Renpetco II, LLC 11/8/2013 201402883 PWU, LLC Renpetco II, LLC 1/7/2014 201402884 Russell, William Keith Renpetco II, LLC 5/30/2014 201402885 Grice, Joel S. Renpetco II, LLC 11/27/2013 201402886 Johnson, David S. Renpetco II, LLC 1/16/2014 201402889 Reinschmidt, Ginger Renpetco II, LLC 5/29/2014 201402890 Purzer, Janet Louise Johnson Renpetco II, LLC 1/16/2014 201402891 Russell, Brown William Renpetco II, LLC 5/22/2014 201402892 Parker, Judy Lynn Renpetco II, LLC 11/27/2013 201402893 Windham, Nancy L. Renpetco II, LLC 11/27/2013 201402894 Holzhauer, Deborah Russell Renpetco II, LLC 5/22/2014 201402896 Williams, Deborah Lynn Hamilton Renpetco II, LLC 10/25/2013 201402897 Griffin, Molly Elizabeth Hamilton Renpetco II, LLC 10/25/2013 201402898 Hamilton, William Calvin, II Renpetco II, LLC 10/25/2013 201402899 Purvis, W. Joe Renpetco II, LLC 7/10/2014 201402900 Phillips, Reed A. Renpetco II, LLC 7/10/2014 201402901 Boykin, Charles L. Renpetco II, LLC 7/10/2014 201402902 Ogden Sharon Hudnall Trust #2 Renpetco II, LLC 4/23/2014 201402903 Pirtle, Robert S. Renpetco II, LLC 4/23/2014 201402904 Roell, Dora L. Renpetco II, LLC 5/13/2014 201402905 T.C. Craighead & Company Renpetco II, LLC 5/6/2014 201402907 Cadoree, Jamie & James Darnell Renpetco II, LLC 6/10/2014 201402910 Boykin, Richard Lee Renpetco II, LLC 7/9/2014 201402912 Boykin, John William Renpetco II, LLC 7/9/2014 201402914 Blissett, Sylvia P. Renpetco II, LLC 7/10/2014 201402916 Smith, Stacey Renpetco II, LLC 6/10/2014 201402917 Broomfield, Dorothy Jean Renpetco II, LLC 6/10/2014 201402918 Chapman, Adielaide B. Renpetco II, LLC 5/16/2014 201402919 Chaltain, Jennifer Hanks Renpetco II, LLC 9/23/2013 201402920 Linehan, Michael Curtis Renpetco II, LLC 11/26/2013 201402921 Matthews, John, Jr. Renpetco II, LLC 1/28/2014 201402922 Matthews, Jane Y. Renpetco II, LLC 1/28/2014 201402923 Bradley, Edwina Harrison Renpetco II, LLC 8/21/2013 201402924 Merrell, Roxy Kay Renpetco II, LLC 7/10/2014 201402925 Morse, Lillie Boykin Renpetco II, LLC 7/10/2014 201402926 Boykin, James M. Renpetco II, LLC 7/10/2014 201402927 Boykin, Robert Stith Renpetco II, LLC 7/9/2014 201402928 Purvis, Doris K. Renpetco II, LLC 7/10/2014 201402929 Purvis, Schley Jr. Renpetco II, LLC 7/10/2014 201402930 McGowan, Willie Renpetco II, LLC 6/27/2014 201402931 Woods, Curtis Renpetco II, LLC 6/10/2014 201402932 Purvis, Mary P. Renpetco II, LLC 7/10/2014 201402933 Purvis, Charlie Renpetco II, LLC 7/10/2014 201402934 Lowery, Myra Frances Renpetco II, LLC 5/29/2014 201402936 Jones, Ethel Roell Renpetco II, LLC 5/16/2014 201402938 Winborne, Catherine Robinson Renpetco II, LLC 5/29/2014 201402939 Robinson, George Robert Jr. Renpetco II, LLC 5/29/2014 201402941 Lincoln, Mary Michelle Renpetco II, LLC 5/29/2014 201402943 Johnson, Janet Harrison Renpetco II, LLC 1/18/2014 201402945 Cutsinger, Pearl Ann Z. Renpetco II, LLC 1/18/2014 201402946
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Lowery, Myra Frances Renpetco II, LLC 8/20/2014 201403358 Holzhauer, Deborah Russell Renpetco II, LLC 8/20/2014 201403359 Winborne, Catherine Robinson Renpetco II, LLC 8/20/2014 201403360 Robinson, Jr., George Robert Renpetco II, LLC 8/20/2014 201403361 JGW Oil Properties, LLC Renpetco II, LLC 8/14/2014 201403362 Bryant, Rhonda Ingram Renpetco II, LLC 8/20/2014 201403364 Ingram, Paul Renpetco II, LLC 8/20/2014 201403365 Hillman, Martha Renpetco II, LLC 8/20/2014 201403366 201403698 Ray, Katharine Marian Renpetco II, LLC 9/30/2014 201403700 Smith, Joyce Spell Renpetco II, LLC 9/20/2014 201403701 Turman, Andrea Marie Renpetco II, LLC 9/30/2014 201403702 Billingsley, Hope M. Renpetco II, LLC 9/5/2014 201403703 Nelson, TyLeste S. Billingsley Renpetco II, LLC 9/5/2014 201403704 Polk, Precious A. Renpetco II, LLC 9/5/2014 201403705 Bolton, Celestine Renpetco II, LLC 9/5/2014 201403706 Wilbon, Alvin Renpetco II, LLC 10/8/2014 201403707 Trustees of Open Bible Tabernacle, Inc Renpetco II, LLC 10/3/2014 201403708 Ellis-Autman, Cynthia Renpetco II, LLC 9/30/2014 201403709 Williamson, Hazel Wilbon Renpetco II, LLC 10/3/2014 201403710 Edmondson, Howard Hayden Renpetco II, LLC 9/30/2014 201403712 Callahan, Neal Davidson Renpetco II, LLC 9/30/2014 201403713 Edmondson, Robin Neal Renpetco II, LLC 9/25/2014 201403714 Clarke, Richard M. Renpetco II, LLC 9/25/2014 201403715 Triplett, Donald Renpetco II, LLC 9/26/2014 201403716 Williamson, Jr., Handy Renpetco II, LLC 8/14/2014 201403717 Thompson, L.C. Renpetco II, LLC 9/29/2014 201403718 Ducksworth, Emma Renpetco II, LLC 9/29/2014 201403719 Ducksworth, Emma Ruth Renpetco II, LLC 9/29/2014 201403720 Ducksworth, Martin L. Renpetco II, LLC 9/29/2014 201403721 Ducksworth, Essie Ruth Renpetco II, LLC 9/29/2014 201403722 Ducksworth, Bessie Lee Renpetco II, LLC 9/29/2014 201403723 McDonald, DeShawn Renpetco II, LLC 9/29/2014 201403724 Ducksworth, LaTasha Renpetco II, LLC 9/29/2014 201403725 Ducksworth, Danny Renpetco II, LLC 9/29/2014 201403726 Wilbon, Johnnie M. Renpetco II, LLC 8/5/2014 201403727 Wilbon, Chester Renpetco II, LLC 8/5/2014 201403728 Wilbon, Ronald Van Renpetco II, LLC 8/5/2014 201403729 Brown, Arlone Wilbon Renpetco II, LLC 8/5/2014 201403730 Corley, Vivien Renpetco II, LLC 9/16/2014 201403731 Alexander, Ruby Lee Renpetco II, LLC 8/4/2014 201403732 Hamilton, Marlene Sherrel Renpetco II, LLC 8/4/2014 201403733 Ellis, Alfred Renpetco II, LLC 8/14/2014 201403734 Moffett, Lela Ellis Renpetco II, LLC 8/14/2014 201403735 Quarells, Carlton Lee Renpetco II, LLC 8/12/2014 201403736 Wilbon, Randy Renpetco II, LLC 9/20/2014 201403737 Wilbon, Joush Renpetco II, LLC 9/20/2014 201403738 Arrington, Dorothy Ellis Renpetco II, LLC 8/18/2014 201403739 Holmes, Joyce Ellis Renpetco II, LLC 8/18/2014 201403740 Ellis, Larry Renpetco II, LLC 8/18/2014 201403741 Thompson, Gregory B. Renpetco II, LLC 8/14/2014 201403742 Thompson, William G. Renpetco II, LLC 8/14/2014 201403743 Washington, Helen Thompson Renpetco II, LLC 8/14/2014 201403744 Boykin, Maxine Thompson Renpetco II, LLC 8/14/2014 201403745 Smith, Bonnie Thompson Renpetco II, LLC 8/14/2014 201403746 Thompson, Louis D. Renpetco II, LLC 8/14/2014 201403747 Thompson, William A. Renpetco II, LLC 8/14/2014 201403748 Thompson, Leonard Renpetco II, LLC 8/14/2014 201403749 Wilbon, Jahanna E. Renpetco II, LLC 8/14/2014 201403750 Gentry, Ruby Lee Collum Renpetco II, LLC 7/26/2014 201403751 Hughes, Martha Renpetco II, LLC 9/29/2014 201403752 Duckworth, Larry James Renpetco II, LLC 9/29/2014 201403753 Gavin, Tessa Renpetco II, LLC 5/21/2014 201403754 Miller, Bryant G. Renpetco II, LLC 12/8/2014 201404190 Miller, David W. Renpetco II, LLC 12/8/2014 201404191 Peachtree Properties, LLC Renpetco II, LLC 12/8/2014 201404192 T.R. Clark, LLC Renpetco II, LLC 12/8/2014 201404193 Gardner Clark Family, LLC Renpetco II, LLC 12/8/2014 201404194 Hemeter Properties, LLC Renpetco II, LLC 12/8/2014 201404195 Winders, Anne Shaddock Renpetco II, LLC 12/26/2014 201404196 Shoemaker, Lillous F. Renpetco II, LLC 1/12/2015 201500069 Ruth Helen Williamson RENPETCO II, LLC 01/15/2015 201500091 Woodfox, Booker Renpetco II, LLC 5/21/2014 201500157 Burlington Resources Oil & Gas Company, L.P. Renpetco II, LLC 11/1/2014 201500158 Gavin, Gregory Renpetco II, LLC 5/21/2014 201500159 Cunningham, Damion Renpetco II, LLC 5/21/2014 201500160 Smith, Joyce Spell Renpetco II, LLC 12/22/2014 201500161 Williamson, Lucille Renpetco II, LLC 1/6/2015 201500163 Owens, Brandon Renpetco II, LLC 1/6/2015 201500164 Owens, Ollie Junior Renpetco II, LLC 1/6/2015 201500166 Williamson, Annie Renpetco II, LLC 1/6/2015 201500168 Sumrall, Teresa Renpetco II, LLC 7/26/2014 201500169 Forte, Gregory Renpetco II, LLC 9/24/2014 201500171 Forte, Linda Renpetco II, LLC 9/24/2014 201500172 Ducksworth, Mary Jo Renpetco II, LLC 9/29/2014 201500173 Hearn, Mary Nell Renpetco II, LLC 9/29/2014 201500174 Thompson, T.W. Renpetco II, LLC 9/29/2014 201500175 Autman, Danny Ray Renpetco II, LLC 9/29/2014 201500176 Autmon, Jr., Ceroy Renpetco II, LLC 9/29/2014 201500177 Coleman, Barbara Renpetco II, LLC 9/29/2014 201500178 Thompson, Roger A. Renpetco II, LLC 10/1/2014 201500179 Thompson, Jr., Eddison Renpetco II, LLC 10/1/2014 201500180 Thompson, Edwin Renpetco II, LLC 10/2/2014 201500181 Thompson, Edward Renpetco II, LLC 10/2/2014 201500183 Ellis, Curtis L. Renpetco II, LLC 9/30/2014 201500184 Endicott, Hazel Ellis Renpetco II, LLC 8/14/2014 201500186 Norris, Rosie Lee Wilbon Renpetco II, LLC 10/3/2014 201500187 Formby, Vicki Renpetco II, LLC 7/26/2014 201500188 Collum, Paul Renpetco II, LLC 7/26/2014 201500189
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Willis, Beatrice Renpetco II, LLC 8/4/2014 201500190 Stingley, Jr., Jesse Earl Renpetco II, LLC 10/4/2014 201500191 Hamilton, Mayona Renpetco II, LLC 8/4/2014 201500192 Keene, Mildred Ellis Renpetco II, LLC 8/14/2014 201500193 Elrod, Lisa Dianne Renpetco II, LLC 9/30/2014 201500194 Triplett, Carolyn E. Renpetco II, LLC 10/16/2014 201500195 Triplett, III, O.B. Renpetco II, LLC 10/16/2014 201500196 Triplett, IV, O.B. Renpetco II, LLC 9/20/2014 201500197 Ferguson, Doris Laurin Renpetco II, LLC 9/30/2014 201500198 Davidow, James Renpetco II, LLC 9/30/2014 201500199 Davidow, Nova Virginia Renpetco II, LLC 9/30/2014 201500200 Alegria, Cheryl Davidow Renpetco II, LLC 9/30/2014 201500201 Stingley, Tonesha Renpetco II, LLC 10/4/2014 201500202 House, Henry Renpetco II, LLC 9/29/2014 201500204 House, Stephanie Renpetco II, LLC 9/29/2014 201500205 Autman, Bobbie Nell Renpetco II, LLC 9/29/2014 201500206 Ingrum, Kenny Renpetco II, LLC 9/29/2014 201500207 Miller, Sean Renpetco II, LLC 9/29/2014 201500208 Davidow, Joseph Renpetco II, LLC 9/30/2014 201500209 Davidow, Jeffrey Renpetco II, LLC 9/30/2014 201500210 Bridges, Margery Anna Renpetco II, LLC 9/30/2014 201500213 Purvis, Howard Jr. Renpetco II, LLC 7/10/2014 201500214 Jones, Mary Ann Renpetco II, LLC 9/29/2014 201500215 McLendon, Dessie L. Renpetco II, LLC 12/10/2014 201500216 Phillips, Robert R. Jr. Renpetco II, LLC 10/31/2014 201500217 Clarke, Mary K. Renpetco II, LLC 9/25/2014 201500219 Morse, Owen Renpetco II, LLC 9/25/2014 201500220 Alexander, Nora Joyce G. Renpetco II, LLC 11/6/2014 201500221 McLeod, Jo Anne Renpetco II, LLC 10/30/2014 201500222 McFarland, Sr., Robert P. Renpetco II, LLC 10/30/2014 201500223 Hazard, Anna Hart Renpetco II, LLC 10/30/2014 201500224 McFarland, Burns H. Renpetco II, LLC 10/30/2014 201500225 Johnson, Percy E. Renpetco II, LLC 10/20/2014 201500226 Murrell, Linda Renpetco II, LLC 9/29/2014 201500227 House, Robert Dale Renpetco II, LLC 9/29/2014 201500228 Easterling, Pansy Nell Renpetco II, LLC 9/29/2014 201500229 Sims, Sarah Ann Renpetco II, LLC 11/6/2014 201500230 Alexander, Sara Margaret Renpetco II, LLC 11/6/2014 201500231 Alexander, III, P.C. Renpetco II, LLC 11/6/2014 201500232 Nichols, Mary Griffin A. Renpetco II, LLC 11/6/2014 201500233 Alexander, Susan Renpetco II, LLC 11/6/2014 201500234 Alexander, Joe Franklin Renpetco II, LLC 11/6/2014 201500235 Alexander, Jr., William Harrison Renpetco II, LLC 11/6/2014 201500236 Morse, Judith Renpetco II, LLC 9/25/2014 201500237 Davidow, John Renpetco II, LLC 9/30/2014 201500238 Clarke, Joseph M. III Renpetco II, LLC 9/25/2014 201500239 Morse, Jim Renpetco II, LLC 9/25/2014 201500240 Johnson, Barbara T. Renpetco II, LLC 12/2/2014 201500241 Craft, Joseph Renpetco II, LLC 11/20/2014 201500242 JGW Oil Properties, LLC Renpetco II, LLC 1/17/2015 201500243 Talbert, Gary D. Renpetco II, LLC 12/2/2014 201500244 Robinson, Julia T. Renpetco II, LLC 12/2/2014 201500245 Brooks, Ramona T. Renpetco II, LLC 12/2/2014 201500246 Davis, Brenda T. Renpetco II, LLC 12/2/2014 201500247 Talbert, Alicia N. Renpetco II, LLC 12/2/2014 201500248 Tootle, Terry Renpetco II, LLC 12/2/2014 201500249 Fowler, Semekia E. Johnson Renpetco II, LLC 10/17/2014 201500250 Judith E. Hart Trust Renpetco II, LLC 12/2/2014 201500251 Morse, David Renpetco II, LLC 9/25/2014 201500252 Talbert, Dylan W. Renpetco II, LLC 12/2/2014 201500253 Green, Lena Mae Williamson Renpetco II, LLC 12/10/2014 201500254 Williamson, Billy Charles Renpetco II, LLC 12/10/2014 201500255 Hill, Torrey Cranford Renpetco II, LLC 1/24/2015 201500328 Cranford, John William Renpetco II, LLC 1/24/2015 201500329 201500687 ConocoPhillips Company Renpetco II, LLC 2/28/2015 201500832 Hughes, Louis Alan Renpetco II, LLC 12/1/2014 201500977 Aker, Jennifer Renpetco II, LLC 1/14/2015 201500978 201500979 Williamson, Ruthie Mae Renpetco II, LLC 1/15/2015 201500980 Bates, Charlene W. Renpetco II, LLC 1/6/2015 201500981 Williamson, Donnell Renpetco II, LLC 1/15/2015 201500982 Fabo II, LLC Renpetco II, LLC 2/6/2015 201500983 Williamson, Kenny Renpetco II, LLC 1/15/2015 201500984 Burke, Jr., Jack F. Renpetco II, LLC 1/15/2015 201500985 Roper, Jr., William Alford Renpetco II, LLC 12/31/2014 201500986 Krishna M. Young RENPETCO II, LLC 01/15/2015 201500987 Bayles, Edward Renpetco II, LLC 1/15/2015 201500988 McCullum, Georgia Ann M. Renpetco II, LLC 2/6/2015 201500989 Roberson, Joyce W. Renpetco II, LLC 1/6/2015 201500990 Williamson, Ruth Helen Renpetco II, LLC 1/15/2015 201500991 Edwards, J.B. Renpetco II, LLC 1/6/2015 201500993 Monroe, Julia Renpetco II, LLC 2/4/2015 201500994 Windom, Frank Renpetco II, LLC 2/4/2015 201500995 Roper, Richard Blair Renpetco II, LLC 12/31/2014 201500996 Johnson, Lawrence D. Renpetco II, LLC 10/20/2014 201500997 Larry, Lee Ester Williamson Renpetco II, LLC 1/15/2015 201500998 Johnson, Sr., Timothy O. Renpetco II, LLC 10/17/2014 201500999 Cranford, Thomas Miller Clovelly Oil Company, LLC 1/24/2015 201501001 Thomas Miller Cranford RENPETCO II, LLC 12/10/2014 201501001 Williamson, Herman C. Renpetco II, LLC 1/15/2015 201501002 Bo-War Limited Partnership Renpetco II, LLC 2/6/2015 201501003 Williamson, Dewitt Jr. Renpetco II, LLC 1/15/2015 201501004 Williamson, Nora Renpetco II, LLC 1/6/2015 201501005 Griffin, Annie R. Renpetco II, LLC 1/6/2015 201501006 Woodson, LaShelle G. Renpetco II, LLC 1/15/2015 201501007 Hugus Invesment Co., Inc. Renpetco II, LLC 2/17/2015 201501008 Steele, Doris W. Renpetco II, LLC 1/6/2015 201501009 BWT Oil Properties, LLC Renpetco II, LLC 1/21/2015 201501010
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Owens, Roscoe Lee Renpetco II, LLC 2/4/2015 201501011 Beauregard, Jimetta Renpetco II, LLC 2/4/2015 201501012 Williamson, Queen Esther Renpetco II, LLC 1/15/2015 201501013 Moffett, Annie Marie Williamson Renpetco II, LLC 1/15/2015 201501014 Black, Marguerite Lynn Roper Renpetco II, LLC 12/31/2014 201501015 Roper, Jay Michael Renpetco II, LLC 12/31/2014 201501016 Booth, Elner Williamson Renpetco II, LLC 1/15/2015 201501017 McGill, Demarre Renpetco II, LLC 1/15/2015 201501018 Williamson, Roger Renpetco II, LLC 1/15/2015 201501019 Ashley, Andre Renpetco II, LLC 12/18/2014 201501020 Ashley, Elliot O. Renpetco II, LLC 12/18/2014 201501021 Williamson, Lionel Renpetco II, LLC 12/10/2014 201501022 Gary, Shanda Lynn Renpetco II, LLC 12/18/2014 201501023 Williamson, Melvin Renpetco II, LLC 1/15/2015 201501024 Hamilton, Ronnie Renpetco II, LLC 8/4/2014 201501025 The John and Janet Tegethoff Trust Renpetco II, LLC 12/2/2014 201501026 Williamson, Jacquie Renpetco II, LLC 1/15/2015 201501027 Biggs, Huntley H. Renpetco II, LLC 1/9/2015 201501028 Williamson, Betty Renpetco II, LLC 1/15/2015 201501029 Betty Williamson RENPETCO II, LLC 01/15/2015 201501029 May Jewel M. (Moffett) Shelby RENPETCO II, LLC 01/14/2015 201501030 Pridgen, Jo Ann Renpetco II, LLC 3/10/2015 201501187 Keyes, Jimmie Sue Renpetco II, LLC 3/10/2015 201501188 James, Margrate C. Renpetco II, LLC 3/10/2015 201501189 Pierce, Idell W. Renpetco II, LLC 1/6/2015 201501190 Boteler-Wood Properties, LLC Renpetco II, LLC 2/6/2015 201501191 EBB Investments, LLC Renpetco II, LLC 2/6/2015 201501192 201501196 RVS Minerals, LLC Renpetco II, LLC 3/16/2015 201501197 Yarbrough, Nelia Williamson Renpetco II, LLC 1/15/2015 201501198 Stokes, Rosemary Renpetco II, LLC 1/15/2015 201501199 Williamson, Calvin Renpetco II, LLC 1/15/2015 201501200 Robinson, Sandra W. Renpetco II, LLC 1/15/2015 201501201 Lincoln, Camelio B. Renpetco II, LLC 1/15/2015 201501202 Richardson, Annie R. Williamson Renpetco II, LLC 12/10/2014 201501203 Wright, Johnnie L. Renpetco II, LLC 1/6/2015 201501641 Williamson, Wilson Renpetco II, LLC 1/15/2015 201501642 Williamson, Lenell Renpetco II, LLC 1/15/2015 201501643 Betts, Frederick Renpetco II, LLC 1/6/2015 201501645 201501646 Norris, Darcy W. Renpetco II, LLC 4/20/2015 201501647 Fowler Royalty Interests, LLC Renpetco II, LLC 5/9/2015 201501648 Ford, Bernice Renpetco II, LLC 1/14/2015 201501650 Williamson, Alex N. Renpetco II, LLC 12/10/2014 201501652 Ford, Elsie A. Renpetco II, LLC 3/10/2015 201501653 Fedder, Merrilyn Renpetco II, LLC 3/10/2015 201501654 Odom, Glen W. Renpetco II, LLC 3/10/2015 201501655 Stafford, Celia M. McArthur Renpetco II, LLC 3/24/2015 201501656 McArthur, Barry N. Renpetco II, LLC 3/24/2015 201501657 McArthur, Jr., John Walter Renpetco II, LLC 3/24/2015 201501658 McArthur, Jr., Harry Renpetco II, LLC 3/24/2015 201501659 Margaret T. Boteler Marital Trust Renpetco II, LLC 2/6/2015 201501660 Margaret T. Boteler Revocable Trust Renpetco II, LLC 2/6/2015 201501661 Bowie, De’Erica Renpetco II, LLC 5/11/2015 201502527 Billips, Calondra L, Renpetco II, LLC 6/23/2015 201502529 Baker, Jacqueline A. Renpetco II, LLC 6/9/2015 201502530 Freeman, Daffney Renpetco II, LLC 5/11/2015 201502531 Freeman, Azaria Renpetco II, LLC 5/11/2015 201502532 Jordan, Matthew T. Renpetco II, LLC 6/20/2015 201502534 Jordan, Gerald L. Renpetco II, LLC 6/20/2015 201502535 Butler, Jyrus M. Renpetco II, LLC 5/11/2015 201502536 Freeman, Terrance Renpetco II, LLC 5/11/2015 201502538 Miller, David Renpetco II, LLC 6/20/2015 201502540 Fairchild-Windham Exploration Company, LLC Renpetco II, LLC 5/15/2015 201502542 Miller, David Renpetco II, LLC 6/20/2015 201502543 DAVID W. MILLER Petrodome Pineville, LLC 06/01/2015 201502543 W.R. Fairchild Construction Company, LLC Renpetco II, LLC 6/15/2015 201502544 The Wiley Fairchild Family Trust Renpetco II, LLC 6/15/2015 201502545 Breland, Alicia Wheaton Renpetco II, LLC 6/3/2015 201502547 Freeman, Jacqulin Renpetco II, LLC 5/8/2015 201502548 Freeman, Michael Renpetco II, LLC 5/11/2015 201502549 Freeman, Leroy Renpetco II, LLC 5/11/2015 201502550 Miles, Jean Ethel Renpetco II, LLC 5/11/2015 201502551 Jenkins, Magdalene Freeman Renpetco II, LLC 5/11/2015 201502552 Williamson, Gladys M. Renpetco II, LLC 12/10/2015 201502553 Hardy, Lougenia Nash Renpetco II, LLC 5/5/2015 201502554 Miles, Susie M. Renpetco II, LLC 4/21/2015 201502556 Miles, Jr., Joe Renpetco II, LLC 4/21/2015 201502557 Neal, Deborah M. Renpetco II, LLC 4/2/2015 201502559 Power Production Company Renpetco II, LLC 5/4/2015 201502561 Horan, John R. Renpetco II, LLC 4/10/2015 201502563 Johnson, Pauline H. Renpetco II, LLC 4/22/2015 201502565 Coleman, Mary Hardy Renpetco II, LLC 4/21/2015 201502566 Miles, Robert Earl Renpetco II, LLC 4/21/2015 201502567 Hardy, Rosie Lee Miles Renpetco II, LLC 4/21/2015 201502568 Cooley, Jason Renpetco II, LLC 7/28/2015 201502570 Harris, Monique Renpetco II, LLC 7/28/2015 201502573 Keyes, Joe Renpetco II, LLC 7/28/2015 201502574 Joe Keyes RENPETCO II, LLC 07/28/2015 201502574 Smith, Malcolm Renpetco II, LLC 5/11/2015 201502575 Malcolm Smith RENPETCO II, LLC 05/11/2015 201502575 Smith, Craigory Deshun Renpetco II, LLC 5/11/2015 201502577 Walker, Ivane Miles Renpetco II, LLC 4/21/2015 201503082 Williamson, Larissa Renpetco II, LLC 1/6/2015 201503084 Williamson, Edna Renpetco II, LLC 1/6/2015 201503085 Vierson Oil & Gas Co. Renpetco II, LLC 8/1/2015 201503086 Angelus T. Capers RENPETCO II, LLC 09/12/2015 201503881 Anthony Thompson RENPETCO II, LLC 09/12/2015 201503883 Leonard Ray Thompson RENPETCO II, LLC 09/12/2015 201503884
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Cynthia T. Dedeaux RENPETCO II, LLC 09/12/2015 201503885 Jacqueline Thompson RENPETCO II, LLC 09/12/2015 201503886 Booker T. Moffett RENPETCO II, LLC 07/21/2015 201503887 Belva T. Doby RENPETCO II, LLC 09/12/2015 201503888 Sheila Washington RENPETCO II, LLC 08/12/2015 201503889 Ruby J. Smith Baker RENPETCO II, LLC 08/12/2015 201503893 Roy Washington RENPETCO II, LLC 08/12/2015 201503895 Renetta Brewer RENPETCO II, LLC 10/12/2015 201503896 Kathleen Williamson RENPETCO II, LLC 10/12/2015 201503897 Herman Moffett, Jr. RENPETCO II, LLC 07/25/2015 201503898 Raymond Williamson RENPETCO II, LLC 09/25/2015 201503899 Billy Earl Williamson RENPETCO II, LLC 09/25/2015 201503900 Debra A. Patterson RENPETCO II, LLC 10/12/2015 201600228 Mary Ann Pitts RENPETCO II, LLC 10/12/2015 201600232 Lemous Veston Thompson, Jr. RENPETCO II, LLC 09/12/2015 201600233 Gregory Washington RENPETCO II, LLC 10/07/2015 201600235 Bob Purvis James Petrodome Pineville, LLC 12/16/2015 201600500 HEMETER PROPERTIES, LLC Petrodome Pineville, LLC 03/09/2016 201601750 T.R. CLARK, LLC Petrodome Pineville, LLC 03/09/2016 201601751 GARDNER CLARK FAMILY, LLC Petrodome Pineville, LLC 03/09/2016 201601752 PEACHTREE PROPERTIES, LLC Petrodome Pineville, LLC 03/09/2016 201601753 Jane Eddins Henson Petrodome Pineville, LLC 06/20/2016 201700148 Sara Margaret Alexander Petrodome Pineville, LLC 06/20/2016 201700163 William Wallace Allred Petrodome Pineville, LLC 10/11/2016 201700164 Tammy G. Aoun Petrodome Pineville, LLC 06/20/2016 201700165 Christy R. Royals Petrodome Pineville, LLC 10/19/2016 201700167 Mildred G. Currie Petrodome Pineville, LLC 06/20/2016 201700168 Patricia McFarland Smith Petrodome Pineville, LLC 06/20/2016 201700170 Susan Eddins Dunn Petrodome Pineville, LLC 06/20/2016 201700171 JO NELL EDDINS STRINGER Petrodome Pineville, LLC 06/20/2016 201700173 Jamie Lauren Bartolino, a single woman Petrodome Pineville, LLC 10/03/2016 201700175 Rufus Obie Eddins, Jr. Petrodome Pineville, LLC 06/20/2016 201700176 M.B. Stringer, Jr. Petrodome Pineville, LLC 06/20/2016 201700179 Jimmy Eddins Stubbs Petrodome Pineville, LLC 06/20/2016 201700180 Billy and Brenda Gipson Living Trust under that certain Trus Petrodome Pineville, LLC 10/19/2016 201700182 Brenda R. Gipson Petrodome Pineville, LLC 10/19/2016 201700183 Jeffrey David Bartolino, a single man Petrodome Pineville, LLC 10/03/2016 201700184 Aline Marie Haynes Petrodome Pineville, LLC 09/30/2016 201700187 Joseph H. Tucker, III Petrodome Pineville, LLC 09/30/2016 201700188 Nada Jo Tullos, Individually and as Executrix under the Last Petrodome Pineville, LLC 11/01/2016 201700189 EDWARD A. BINGHAM Petrodome Pineville, LLC 06/20/2016 201700190 Nada Jo Tullos, Individually and as Executrix under the Last Petrodome Pineville, LLC 11/17/2016 201700191 Nancy L. Windham Petrodome Pineville, LLC 10/24/2016 201700192 JOSEPH L. BINGHAM Petrodome Pineville, LLC 06/20/2016 201700193 Dewayne L. Blackwell Petrodome Pineville, LLC 06/20/2016 201700194 Joe M. Wyatt Petrodome Pineville, LLC 10/20/2016 201700198 Jordan Wyatt Petrodome Pineville, LLC 06/20/2016 201700200 Devors Franklin Brown Petrodome Pineville, LLC 06/20/2016 201700204 Justin Wyatt Petrodome Pineville, LLC 06/20/2016 201700206 Sharon S. Wyatt Petrodome Pineville, LLC 06/20/2016 201700207 Mark Player Petrodome Pineville, LLC 09/30/2016 201700214 Janet Johnson Purzer Petrodome Pineville, LLC 12/12/2016 201700217 James R. Brown Petrodome Pineville, LLC 06/20/2016 201700218 MICHAEL P BROWN Petrodome Pineville, LLC 06/20/2016 201700220 Sandra Anderson Brown Petrodome Pineville, LLC 06/20/2016 201700225 Sheila Munday Petrodome Pineville, LLC 09/09/2016 201700227 Estate of Thomas E. Brown, deceased, Barbara L. Brown, Petrodome Pineville, LLC 06/20/2016 201700228 Elizabeth Jane Tucker Christensen Petrodome Pineville, LLC 09/30/2016 201700230 Catherine R. Jones Petrodome Pineville, LLC 10/19/2016 201700232 Carolyn A. Musgrove Petrodome Pineville, LLC 06/20/2016 201700233 Deborah R. Norton Petrodome Pineville, LLC 10/19/2016 201700234 Julia L. Parker Petrodome Pineville, LLC 10/24/2016 201700237 Jennifer A. Lasseter Petrodome Pineville, LLC 06/20/2016 201700238 Sarah Katherine Brown Mattox Petrodome Pineville, LLC 06/20/2016 201700240 John J. Linehan Petrodome Pineville, LLC 09/30/2016 201700241 Marsha Marie Linehan Petrodome Pineville, LLC 09/30/2016 201700242 Michael Curtis Linehan Petrodome Pineville, LLC 09/30/2016 201700244 Joanna G. Martin Petrodome Pineville, LLC 06/20/2016 201700246 Kimberly L. Mason Petrodome Pineville, LLC 06/20/2016 201700247 Clifton W. Currie Petrodome Pineville, LLC 06/20/2016 201700248 Joyce S. Smith Petrodome Pineville, LLC 03/31/2016 216001026 Rebecca C. Sims Petrodome Pineville, LLC 03/13/2017 Robert C. Williams Petrodome Pineville, LLC 04/05/2017 Major Larry Sims Petrodome Pineville, LLC 02/13/2017 Melvin L. King Petrodome Pineville, LLC 03/21/2017 Glynn H. Rogers Petrodome Pineville, LLC 05/05/2017 Judy W. Fountain Petrodome Pineville, LLC 04/14/2017 The Laster Family Limited Partnership, By The Laster Petrodome Pineville, LLC 02/15/2017 Jennifer Walsh Petrodome Pineville, LLC 02/15/2017 Jordan Gilbert Lyons Petrodome Pineville, LLC 02/15/2017 Tammy Denise B. Wilkinson (one of 5 heirs of Marjorie H. Petrodome Pineville, LLC 02/02/2017 Richard Bruce (one of 5 heirs of Marjorie H. Bruce) Petrodome Pineville, LLC 02/02/2017 Wayne Bruce (one of 5 heirs of Marjorie H. Bruce) Petrodome Pineville, LLC 02/02/2017 Sandra H. Craft (one of 3 heirs of Mellie H. Harris) Petrodome Pineville, LLC 02/02/2017 Larry Harris (one of 3 heirs of Mellie H. Harris) Petrodome Pineville, LLC 02/02/2017 Joyce H. Franklin (one of 4 heirs of Mae H. Hegwood) Petrodome Pineville, LLC 02/10/2017 Clara Hegwood Petrodome Pineville, LLC 02/10/2017 Kathy H. Blackmon Petrodome Pineville, LLC 02/10/2017 David M. Hegwood Petrodome Pineville, LLC 02/10/2017 Patsy B. Fortenberry (one of 5 heirs of Marjorie H. Bruce) Petrodome Pineville, LLC 02/02/2017 Sherry Darlene B. Hegwood (one of 5 heirs of Marjorie H. Petrodome Pineville, LLC 02/02/2017 Eugene Thornton Petrodome Pineville, LLC 02/02/2017 Audene T. Evans Petrodome Pineville, LLC 02/02/2017 Carolyn H. Hulon (one of 4 heirs of Mae H. Hegwood) Petrodome Pineville, LLC 02/10/2017 David S. Johnson Petrodome Pineville, LLC 12/12/2016 Elizabeth Jane Tucker Christensen Petrodome Pineville, LLC 12/12/2016 Joseph H. Tucker, III Petrodome Pineville, LLC 12/12/2016 Phillip Henderson and Pleshia Henderson, his wife Petrodome Pineville, LLC 03/08/2017 Boteler-Wood Properties, LLC, Represented herein by, Perri Petrodome Pineville, LLC 08/24/2016
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Purchase and Sale Agreement |
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FABO II LLC Petrodome Pineville, LLC 08/24/2016 BO-WAR LP Petrodome Pineville, LLC 08/24/2016 EBB INVESTMENTS LLC Petrodome Pineville, LLC 08/24/2016 MARGARET T BOTELER REVOCABLE TRUST Petrodome Pineville, LLC 08/24/2016 Perry Rush Lennon Petrodome Pineville, LLC 12/12/2016 Linda K. Barbour (widow & sole heir-at-law of John McBee Petrodome Pineville, LLC 10/03/2016 Genevieve McBee Barbour Petrodome Pineville, LLC 10/03/2016 Bobbye H. Hankins Petrodome Pineville, LLC 08/03/2016 Dave Player Petrodome Pineville, LLC 09/30/2016 John Player, Jr. Petrodome Pineville, LLC 09/30/2016 Joan Player Petrodome Pineville, LLC 09/30/2016 Earl Louis Linehan Petrodome Pineville, LLC 09/30/2016 Vivien Corley, surviving spouse of W.S. Corley, Jr., dec’d, Petrodome Pineville, LLC 08/01/2016 Sandra M. Corley, Camala Marie Corley Wyatt and William Petrodome Pineville, LLC 08/01/2016 Mary Elizabeth Reeves Flatt Petrodome Pineville, LLC 10/11/2016 D. Preston Reeves Petrodome Pineville, LLC 10/11/2016 Investment Management Income, Inc., a Louisiana Petrodome Pineville, LLC 10/03/2016 OAKVALE, LLC, a Mississippi Limited Liability Company, Petrodome Pineville, LLC 10/03/2016 Joel S. Grice Petrodome Pineville, LLC 10/11/2016 David S. Johnson Petrodome Pineville, LLC 10/03/2016 Janet Johnson Purzer Petrodome Pineville, LLC 10/03/2016 Patricia Lynn Coutant Williams Petrodome Pineville, LLC 10/11/2016 Diana Wyatt James Petrodome Pineville, LLC 03/10/2017 Johnny W. Stringer Petrodome Pineville, LLC 06/20/2016 Mark A. Worthey Petrodome Pineville, LLC 04/05/2017 Bobbie Martin Petrodome Pineville, LLC 04/03/2017 Jeffrey David Bartolino, a single man Petrodome Pineville, LLC 01/25/2017 Jennifer Walsh Petrodome Pineville, LLC 02/15/2017 The Laster Family Limited Partnership, By The Laster Petrodome Pineville, LLC 02/15/2017 Jamie Lauren Bartolino, a single woman Petrodome Pineville, LLC 01/25/2017 Gus A. Primos Petrodome Pineville, LLC 03/01/2017 The Russell E. Kibbe Jr. Trust, represented herein by its du Petrodome Pineville, LLC 03/09/2017 Jerry Dinkins RENPETCO II, LLC 09/25/2015 534 435 Virginia Clark CSC Interests, Inc. 09/13/2012 201302271 Ernest M. Thomas, Jr. M.D. Incorporated Pension Fund International Western Resources, LLC 06/18/2012 201209733 Union Pacific Railroad Company (Memo) Petrodome Bloomington, LLC 05/05/2015 201506265 Phillip Huffines et al Petrodome Bloomington, LLC 10/21/2014 201500448
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Purchase and Sale Agreement |
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EXHIBIT “C”
ASSIGNMENT & BILL OF SALE
(see attached)
29 |
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Signature Page to Purchase and Sale Agreement |
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EXHIBIT 2.7
PURCHASE AND SALE AGREEMENT
between
Petrodome Louisiana Pipeline, LLC
(“Seller”)
and
EAST MUD LAKE, L.L.C.
(“Buyer”)
June 1, 2022
(“Effective Date”)
Table of Contents
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| Page |
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ARTICLE I PROPERTIES TO BE SOLD AND PURCHASED |
| 1 |
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Section 1.1. | Assets Included. |
| 1 |
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Section 1.2. | Assets Excluded. |
| 3 |
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ARTICLE II PURCHASE PRICE |
| 4 |
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Section 2.1. | Purchase Price. |
| 4 |
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Section 2.2. | Accounting Adjustments. |
| 4 |
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Section 2.3. | Closing and Post-Closing Accounting Settlements. |
| 5 |
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Section 2.4. | Payment of Adjusted Purchase Price. |
| 5 |
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Section 2.5. | Allocation of Purchase Price. |
| 6 |
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ARTICLE III CLOSING |
| 6 |
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER |
| 6 |
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Section 4.1. | Organization and Existence. |
| 6 |
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Section 4.2. | Power and Authority. |
| 6 |
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Section 4.3. | Valid and Binding Agreement. |
| 6 |
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Section 4.4. | Non-Contravention. |
| 7 |
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Section 4.5. | Approvals. |
| 7 |
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Section 4.6. | Pending Litigation. |
| 7 |
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Section 4.7. | Contracts. |
| 7 |
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Section 4.8. | Payment of Expenses. |
| 7 |
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Section 4.9. | Compliance with Laws. |
| 8 |
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Section 4.10. | Prepayments; Imbalances. |
| 8 |
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Section 4.11. | Intellectual Property. |
| 8 |
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Section 4.12. | Taxes. |
| 8 |
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Section 4.13. | Fees and Commissions. |
| 8 |
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Section 4.14. | Commitments or Proposals |
| 9 |
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Section 4.15. | Preferential Rights to Purchase. |
| 9 |
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Section 4.18. | Warranty of Title. |
| 9 |
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Section 4.17. | Production Proceeds. |
| 9 |
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Section 4.18 | Breach on Date Hereof |
| 9 |
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ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER |
| 9 |
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Section 5.1. | Organization and Existence. |
| 9 |
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Section 5.2. | Power and Authority. |
| 10 |
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Section 5.3. | Valid and Binding Agreement. |
| 10 |
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Section 5.4. | Non-Contravention. |
| 10 |
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Section 5.5. | Approvals. |
| 10 |
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Section 5.6. | Pending Litigation. |
| 10 |
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Section 5.7. | Knowledgeable Purchaser. |
| 10 |
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Section 5.8. | Funds. |
| 11 |
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Section 5.9. | Fees and Commissions. |
| 11 |
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Section 5.10 | Ability to Own and Operate Oil and Gas Properties |
| 11 |
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Section 5.11 | Breach on Date Hereof |
| 11 |
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ARTICLE VI CERTAIN COVENANTS OF SELLER PENDING CLOSING |
| 11 |
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Section 6.1. | Access to Files. |
| 11 |
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Section 6.2. | Operation of the Properties and Material Elections. |
| 11 |
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Section 6.3. | Payment of Expenses. |
| 12 |
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Section 6.4. | Third Party Consents. |
| 12 |
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Section 6.5 | Preferential Rights |
| 12 |
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ARTICLE VII ADDITIONAL AGREEMENTS OF THE PARTIES |
| 13 |
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Section 7.1. | Efforts. |
| 13 |
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Section 7.2. | Notice of Litigation. |
| 13 |
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Section 7.3. | Notification of Certain Matters. |
| 13 |
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Section 7.4. | Fees and Expenses. |
| 13 |
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Section 7.5. | Public Announcements. |
| 14 |
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Section 7.6. | Casualty Loss Prior to Closing. |
| 14 |
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Section 7.7. | Records. |
| 14 |
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Section 7.8. | Further Assurances. |
| 14 |
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Section 7.9. | Assumption of Obligations. |
| 14 |
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Section 7.10 | Release of Seller Bonds |
| 14 |
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ARTICLE VIII DUE DILIGENCE EXAMINATION |
| 14 |
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Section 8.1. | Title Due Diligence Examination. |
| 14 |
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Section 8.2. | Environmental Due Diligence Examination. |
| 17 |
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Section 8.3. | Adjustments to Purchase Price for Title Defects and Environmental Defects. |
| 19 |
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Section 8.4. | Buyer Indemnification. |
| 20 |
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ARTICLE IX CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES |
| 21 |
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Section 9.1. | Conditions Precedent to the Obligations of Buyer. |
| 21 |
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Section 9.2. | Conditions Precedent to the Obligations of Seller. |
| 21 |
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Section 9.3 | Closing Obligations |
| 22 |
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ARTICLE X TERMINATION, AMENDMENT AND WAIVER |
| 22 |
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Section 10.1. | Termination. |
| 22 |
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Section 10.2. | Effect of Termination. |
| 23 |
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Section 10.3. | Amendment. |
| 23 |
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Section 10.4. | Waiver. |
| 23 |
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ARTICLE XI SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION |
| 24 |
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Section 11.1. | Survival. |
| 24 |
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Section 11.2 | Seller's Indemnification Obligations. |
| 25 |
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Section 11.3 | Buyer's Indemnification Obligations. |
| 25 |
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Section 11.4 | Indemnification Proceedings. |
| 25 |
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Section 11.5 | Indemnification Exclusive Remedy. |
| 26 |
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Section 11.6 | Limited to Actual Damages. |
| 26 |
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Section 11.7 | Indemnification Despite Negligence. |
| 26 |
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ARTICLE XII MISCELLANEOUS MATTERS |
| 27 |
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Section 12.1. | Resolution of Disputes. |
| 27 |
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Section 12.2. | Notices. |
| 29 |
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Section 12.3. | Entire Agreement. |
| 29 |
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Section 12.4. | Injunctive Relief. |
| 30 |
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Section 12.5. | Binding Effect; Assignment; No Third Party Benefit. |
| 30 |
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Section 12.6. | Severability. |
| 30 |
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Section 12.7. | GOVERNING LAW. |
| 30 |
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Section 12.8. | Counterparts. |
| 30 |
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Section 12.09 | Disclaimer of Warranties. |
| 30 |
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ARTICLE XIII DEFINITIONS AND REFERENCES |
| 31 |
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Section 13.1. | Certain Defined Terms. |
| 31 |
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Section 13.2. | Certain Additional Defined Terms. |
| 34 |
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Section 13.3. | References, Titles and Construction. |
| 35 |
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Exhibits and Schedules:
| Exhibit A: | Oil and Gas Properties |
| Exhibit B: | Contracts |
| Schedule 4.6: | Proceedings |
| Schedule 4.9: | Compliance with Laws |
| Schedule 4.15: | Preferential Rights to Purchase |
| Schedule 4.17: | Production Proceeds in Suspense |
| Schedule 6.4: | Third Party Consents |
| Schedule 7.10: | Seller Bonds |
| Schedule 9.1(e): | Form of Conveyance |
-iv- |
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of July 1, 2022, is made by and between Petrodome Louisiana Pipeline, LLC, a Louisiana limited liability company (“Seller”), and EAST MUD LAKE, L.L.C., a Delaware limited liability company (“Buyer”).
W I T N E S S E T H:
WHEREAS, Seller desires to sell, assign and convey to Buyer, and Buyer desires to purchase and accept from Seller, the oil and gas properties and related assets described more particularly herein; and
WHEREAS, Seller and Buyer deem it in their mutual best interests to execute and deliver this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, Seller and Buyer do hereby agree as follows:
ARTICLE I
PROPERTIES TO BE SOLD AND PURCHASED
Section 1.1. Assets Included. Subject to Section 1.2, Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana:
(a) Fifty percent (50%) of Seller’s right, title and interest in and to those mineral rights and properties described in Exhibit A attached hereto and made a part hereof for all purposes;
(b) Without limitation of the foregoing but subject to Section 1.2 and subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all other rights, title and interests (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals in and under or that may be produced from the lands described in Exhibit A hereto (including interests in oil, gas or mineral leases covering such lands, overriding royalties, production payments, net profits interests, and similar interests, in such lands or such leases, and mineral interests, royalty interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit A or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so referred to for description), even though Seller’s interest in such oil, gas and other minerals and mineral rights may be incorrectly described in, or omitted from, such Exhibit A;
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(c) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), of all right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all right, title and interest of Seller in and to all presently existing and valid production sales (and sales related) contracts, assignments, transfers, operating agreements, equipment rental agreements and all other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the acquisition, exploration, development, operation, or maintenance of the Properties, including, without limitation, all the contracts, agreements, instruments, or other documents related to the Properties described in (e) below, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including, without limitation, all of the contracts and agreements identified on Exhibit B hereto (collectively the “Contracts”);
(e) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all right, title and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all wells identified on Exhibit A, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights‑of‑way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(f) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), a copy of all of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting records), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”);
(g) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all funds held in suspense or escrow by Seller as of the Effective Date pertaining to production obtained from any of the properties described in paragraphs (a), (b) and (c) above, which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of production of Hydrocarbons attributable to such properties prior to the Effective Date (“Suspense Funds”).
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As used herein: (i) ”Oil and Gas Properties” (each an “Oil and Gas Property”) means the properties and interests described in paragraphs (a), (b) and (c) above, save and except for any such properties or assets that are Excluded Assets; (ii) “Properties” (each a “Property”) means the Oil and Gas Properties plus the rights, properties and interests described in paragraphs (d), (e), (f) and (g) above, save and except for any such properties or assets that are Excluded Assets.
Section 1.2. Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following:
(a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense or in escrow, except Suspense Funds, for reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date;
(b) All corporate, financial, tax (including Tax Returns) and legal (other than title) records of Seller;
(c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all Hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants;
(d) Any refund of costs, taxes or expenses borne by Seller or Seller’s predecessors in title attributable to periods prior to the Effective Date;
(e) Any and all proceeds from the settlements of contract disputes with purchasers of Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date;
(f) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date;
(g) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid or agreed to pay such fee or other consideration within one (1) year after the Closing Date, then such data, materials or information shall be transferred to Buyer and considered to be part of the Properties. This obligation will remain in effect for one (1) year after Closing;
(h) All of Seller’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;
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(i) All documents and instruments of Seller that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties); and
(j) All (i) correspondence or other documents or instruments of Seller relating to the negotiation of this Agreement, (ii) lists of other prospective purchasers (including a list of third parties who signed a confidentiality agreement in relation to the Properties) of the Properties compiled by Seller, (iii) bids submitted to Seller by other prospective purchasers of the Properties, (iv) analyses by Seller or any Affiliates thereof submitted by other prospective purchasers of the Properties, and (v) correspondence between or among Seller or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of the Properties.
The properties and interests specified in the foregoing paragraphs (a) through (j) of this Section 1.2 are herein collectively called the “Excluded Assets”.
ARTICLE II
PURCHASE PRICE
Section 2.1. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be seventy five thousand dollars ($75,000).
Section 2.2. Accounting Adjustments.
(a) Subject to Sections 2.2(b) and 2.3, appropriate adjustments shall be made between Buyer and Seller so that:
(i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and
(ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and
(iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing.
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(b) For purposes of making the adjustments contemplated by Section 2.2(a):
(i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This oil will be valued at Seller’s June 1, 2022 weighted average sales price for like production from the Oil and Gas Properties;
(ii) ad valorem taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and
(iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.
Section 2.3. Closing and Post-Closing Accounting Settlements.
(a) Five (5) Business Days before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceeds the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess.
(b) On or before ninety (90) days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.2, shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments shall be made under this Agreement.
Section 2.4. Payment of Adjusted Purchase Price. The Adjusted Purchase Price shall be paid to Seller as follows:
(a) At Closing, Buyer shall pay to Seller cash equal to the Adjusted Purchase Price.
(b) All cash payments by Buyer to Seller pursuant to this Section 2.4 shall be made in immediately available funds by confirmed wire transfer to a bank account designated in writing by Seller to Buyer.
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Section 2.5. Allocation of Purchase Price.The Purchase Price shall be allocated among the Oil and Gas Properties as set forth by the parties in writing on or before Closing.
ARTICLE III
CLOSING
The closing of the transactions contemplated hereby (“Closing”) shall take place (i) at the offices of Seller’s counsel at 10:00 a.m. (local time) on the later of: (i) August 1, 2022; or (ii) 15 calendar days following the date on which the preferential rights to purchase with respect to the Assets, as specified on Schedule 4.15 of this Agreement, have been waived or deemed to be have been waived (the “Preferential Right Waiver(s)”), or (ii) at such other time or place or on such other date as the parties hereto shall agree to in writing. The date on which the Closing is required to take place is herein referred to as the “Closing Date”. All Closing transactions shall be deemed to have occurred simultaneously.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer that as of the date of this Agreement and the Closing Date the following are true and correct:
Section 4.1. Organization and Existence. Seller is a limited partnership duly formed and validly existing under the laws of the State of Indiana.
Section 4.2. Power and Authority. Seller has all requisite limited partnership power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Seller of this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited partnership or partner action of Seller.
Section 4.3. Valid and Binding Agreement. This Agreement has been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
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Section 4.4. Non-Contravention. Other than requirements (if any) that there be obtained consents to assignment and, as applicable, waivers of preferential rights to purchase, from third parties, neither the execution, delivery, and performance by Seller of this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party nor the consummation by it of the transactions contemplated hereby and thereby do and will (a) conflict with or result in a violation of any provision of Seller’s Governing Documents (as defined hereafter), (b) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any material lease, contract, agreement, or other instrument or obligation to which Seller is a party or by which Seller or any of its properties may be bound, (c) result in the creation or imposition of any lien or other encumbrance upon the properties of Seller, or (d) violate any Applicable Law (as defined below) binding upon Seller, except, in the instance of clause (b) or clause (d) above, for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, have a Material Adverse Effect.
Section 4.5. Approvals. Other than requirements (if any) that there be obtained consents to assignment and, as applicable, waivers of preferential rights to purchase, from third parties, no consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by Seller in connection with the execution, delivery, or performance by Seller of this Agreement, each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party or the consummation by it of the transactions contemplated hereby and thereby, except for such consents, approvals, orders, authorizations, declarations, filings or registrations which, if not obtained or made (as applicable), would not, individually or in the aggregate, have a Material Adverse Effect, as defined below.
Section 4.6. Pending Litigation. Except to the extent set forth on Schedule 4.6, there are no Proceedings pending or, to Seller’s Knowledge, threatened against Seller in connection with its ownership of the Properties (including any actions challenging or pertaining to Seller’s title to any of the Properties), or affecting the execution and delivery of this Agreement by Seller or the consummation of the transactions contemplated hereby by Seller.
Section 4.7. Contracts. The Contracts identified on Exhibit B reflect all contracts or agreements that may have a material effect on the use and operation of the Properties.
Section 4.8. Payment of Expenses. To Seller’s Knowledge, all expenses (including all bills for labor, materials and supplies used or furnished for use in connection with the Properties, and all applicable transportation, processing and gathering fees, royalties, overriding royalties, production, severance, ad valorem and other burdens and taxes on production) relating to the ownership or operation by Seller of the Properties and for which Seller has received an invoice, have been, and are being, paid (timely, and before the same become delinquent) by Seller, except such expenses and taxes as are disputed in good faith by Seller and for which an adequate accounting reserve has been established by Seller. To Seller’s Knowledge, Seller is not delinquent with respect to its obligations to bear costs and expenses relating to the development and operation of the Oil and Gas Properties.
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Section 4.9. Compliance with Laws. To Seller’s knowledge, except as set forth on Schedule 4.9, Seller’s operation of the Oil and Gas Properties has been in compliance with all Applicable Laws, except for such non-compliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Section 4.10. Prepayments; Imbalances. Seller is not obligated by virtue of a take or pay or other prepayment arrangement to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Oil and Gas Properties at some future time without receiving payment therefor at or after the time of delivery. To Seller’s knowledge, no production or pipeline imbalances exist with respect to Seller’s interest in the Oil and Gas Properties.
Section 4.11. Intellectual Property. Seller owns or has valid licenses or other rights to use all patents, copyrights, trademarks, software, databases, geological data, geophysical data, engineering data, maps, interpretations and other technical information used by Seller in connection with its ownership of the Oil and Gas Properties, subject to the limitations contained in the agreements governing the use of the same.
Section 4.12. Taxes.
(a) All ad valorem, property, production, severance and similar taxes due and owing by Seller based upon or measured by the ownership of Hydrocarbons from the Properties through the year 2021 have been paid, except as to any such taxes that are only payable upon receipt of a tax bill and such bill for the year 2021 has not been received by Seller.
(b) With respect to all Taxes related to the Properties, (i) all Tax Returns relating to the Properties required to be filed on or before the date hereof by Seller with respect to any Taxes for any period ending on or before the date hereof have been timely filed with the appropriate Governmental Entity, (ii) such Tax Returns are true and correct in all material respects, and (iii) all Taxes reported on such Tax Returns have been paid, except those being contested in good faith and disclosed to Buyer in writing.
(c) With respect to all Taxes related to the Properties (i) there are not currently in effect any extension or waiver by Seller of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax related to the Properties and (ii) there are no administrative proceedings or lawsuits pending against the Properties or Seller with respect to the Properties by any taxing authority. Seller has no knowledge of any pending administrative proceedings or claims against Seller from any applicable taxing authority for assessment of Taxes with respect to the Properties.
Section 4.13. Fees and Commissions. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller for which Buyer shall have any responsibility whatsoever.
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Section 4.14. Commitments or Proposals. Seller has incurred no expenses, and has made no commitments to make expenditures, in connection with the ownership or operation of the Properties after the Effective Date, other than routine expenses incurred in the normal operation of existing wells on the Oil and Gas Properties in accordance with generally accepted practices in the oil and gas industry; and no proposals are currently outstanding by Seller to drill additional wells, or to deepen, plugback or rework existing wells, or to conduct other operations for which consent is required under the applicable operating agreement, or to conduct any other operations other than normal operation of existing wells on the Oil and Gas Properties, or to abandon any wells on the Oil and Gas Properties.
Section 4.15. Preferential Rights to Purchase. To Seller’s knowledge, except as set forth on Schedule 4.15no preferential rights to purchase the Properties exist in favor of any third party.
Section 4.16. Warranty of Title. Seller will convey the Properties with a special or limited warranty of title as to claims by, through, and under Seller, but not otherwise.
Section 4.17. Production Proceeds. All proceeds of production attributable to the Oil and Gas Properties are currently being paid directly to Seller or its authorized agents without the furnishing of indemnity, other than normal and customary warranties contained in the division orders, transfer orders or gas sale contracts, and except as set forth on Schedule 4.17, no portion of such proceeds are being held in suspense.
Section 4.18. Breach on Date Hereof. As of the date of this Agreement, Seller has no knowledge of any breach by Buyer of any of its representations and warranties contained in this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the following are true and correct:
Section 5.1. Organization and Existence. Buyer is a limited liability company duly organized or formed, legally existing and in good standing under the laws of its state of formation, and is qualified to do business in the State of Louisiana.
Section 5.2. Power and Authority. Buyer has full power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of Buyer.
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Section 5.3. Valid and Binding Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
Section 5.4. Non-Contravention. The execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not (a) conflict with or result in a violation of any provision of Buyer’s Governing Documents, (b) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties may be bound, (c) result in the creation or imposition of any lien or other encumbrance upon the properties of Buyer, or (d) violate any Applicable Law binding upon Buyer.
Section 5.5. Approvals. No consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by Buyer in connection with the execution, delivery, or performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party or the consummation by it of the transactions contemplated hereby and thereby.
Section 5.6. Pending Litigation. There are no Proceedings pending or, to Buyer’s Knowledge, threatened against or affecting the execution and delivery of this Agreement by Buyer or the consummation of the transactions contemplated hereby by Buyer.
Section 5.7. Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws. In making the decision to enter into this Agreement and to consummate the transactions contemplated herby, Buyer has relied on its own independent due diligence investigation of the Properties, and has been advised by and has relied on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, in reviewing the Properties and in determining the value thereof.
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Section 5.8. Funds. At the Closing the Buyer will have sufficient cash and other sources of immediately available funds, as are as are necessary in order to pay the Adjusted Purchase Price to Seller at the Closing and otherwise consummate the transactions contemplated hereby.
Section 5.9. Fees and Commissions. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer for which Seller shall have any responsibility whatsoever.
Section 5.10. Ability to Own and Operate the Oil and Gas Properties. Buyer and/or its Affiliate is able to succeed Seller as the owner and operator of the Oil and Gas Properties including, without limitation, any leases or rights granted by the State of Louisiana.
Section 5.11. Breach on Date Hereof. As of the date of this Agreement, Buyer has no knowledge of any breach by Seller of any of its representations and warranties contained in this Agreement.
ARTICLE VI
CERTAIN COVENANTS OF SELLER PENDING CLOSING
Section 6.1. Access to Files. From the date hereof until Closing, Seller will give Buyer, and its attorneys and other representatives, access at all reasonable times (including weekends and holidays) to the Records. Seller shall not be obligated to provide Buyer with access to any records or data which Seller cannot provide to Buyer without, in its opinion, breaching confidentiality agreements with other parties. All information obtained by Buyer shall be maintained in strict confidence, for use solely in connection with its evaluation of the Properties, and shall not be disclosed to any other party without Seller’s prior written consent.
Section 6.2. Operation of the Properties and Material Elections. Seller will continue the operation of the Properties in the ordinary course of its business (or, where Seller is not the operator of a Property, will continue its actions as a non-operator in the ordinary course of its business), and will not sell or otherwise dispose of any portion of the Properties, except for sales or other dispositions of (i) Hydrocarbons in the ordinary course of business after production, or (ii) equipment and other personal property or fixtures in the ordinary course of business where the same has become obsolete, is otherwise no longer useful for the operation of the Properties, or is replaced by an item or items of at least equal suitability. Should Seller receive (or desire to make) any proposals to drill additional wells on the Properties, or to conduct other non-emergency operations which require consent of non-operators under the applicable operating agreement, it will notify Buyer of, and consult with Buyer concerning, such proposals, and (i) will not consent to any single operation exceeding $100,000 in cost (net to Seller’s interest) without the consent of Buyer, which such consent will not be unreasonably withheld and (ii) will not decline or be deemed to have declined to participate in any proposed operation for which a non-consent penalty or any other penalty could be payable without Buyer’s prior express written consent. If such proposed operation does not exceed $100,000 (net to Seller’s interest) any decisions with respect to such proposal shall be made by Seller in its sole discretion, so long as the decisions are made in the ordinary course of business. In addition, before the Closing Date, Seller will not, without Buyer’s prior consent, enter into any material contract or agreement binding upon all or a portion of the Properties, or modify any existing production sales contracts or enter into any new production sales contracts.
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Section 6.3. Payment of Expenses. Seller will pay timely all expenses relating to its ownership interest in the Properties for which it receives a bill or invoice prior to the Closing Date, except for expenses disputed by Seller in good faith. In addition, for all business activities prior to Closing, including, without limitation, the filing of state reports, payment of royalty owners, payment of Taxes, and other business activities in the normal course of business, Seller shall timely file all documents required under Applicable Law and timely pay all royalties, overriding royalties and other burdens and Taxes in the ordinary course of business.
Section 6.4. Third Party Consents. Before Closing, Seller, with Buyer’s cooperation, will obtain and deliver to Buyer in writing all necessary consents to assign or transfer the Properties, including, without limitation, those required under the Contracts and any other contracts, instruments or documents pertaining to the Properties, except for such consents from a Governmental Entity that are customarily obtained subsequent to the closing of a transaction. The form of any such necessary consents shall be mutually agreed to by Seller and Buyer. Such consents shall include, at minimum, the consents that are identified on Schedule 6.4attached hereto.
Section 6.5 Preferential Rights. Promptly upon execution of this Agreement, Seller will request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), waivers of the preferential rights to purchase which are identified on Schedule 4.15attached hereto. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller shall have no obligation to assure that such waivers are obtained), and if all such waivers (or any other waivers of preferential rights to purchase, even if the same are not listed on such Schedule 4.15)are not obtained and the holder of such preferential right purchase has elected to purchase, Buyer may treat any waiver which is not obtained and serves as an election to purchase as a matter which causes Seller’s title to not be sufficient to meet the standards set forth in Article VIII; provided, however, that if the unobtained waiver is an election by the holder of the preferential right to purchase, Seller will tender the required interest in the Property affected by such unwaived preferential right to purchase to the holder, or holders, of such right who have elected to purchase upon receipt of an appropriate allocation of the Purchase Price from such holder, or holders, and if, and to the extent that, such preferential right to purchase is exercised by such holder or holders, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be reduced by the amount paid, or to be paid, by the holder or holders exercising such preferential right to purchase.
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ARTICLE VII
ADDITIONAL AGREEMENTS OF THE PARTIES
Section 7.1. Efforts. Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper, or advisable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) cooperation in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby; (ii) reasonable efforts to obtain any such consents approvals, orders, authorizations, and waivers and to effect any such declarations, filings, and registrations; (iii) reasonable efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) reasonable efforts to defend, and cooperation in defending, all Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.
Section 7.2. Notice of Litigation. Until Closing, (i) Buyer, upon learning of the same, shall promptly notify Seller of any Proceeding which is commenced or threatened against Buyer and which affects this Agreement or the transactions contemplated hereby and (ii) Seller, upon learning of the same, shall promptly notify Buyer of any Proceeding which is commenced or threatened against Seller which affects this Agreement or the transactions contemplated hereby.
Section 7.3. Notification of Certain Matters. Seller shall give prompt notice to Buyer of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by Seller in Article IV to be untrue or inaccurate at or prior to the Closing and (ii) any failure of Seller to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Seller hereunder prior to Closing. Buyer shall give prompt notice to Seller of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in Article V to be untrue or inaccurate at or prior to the Closing, and (ii) any failure of Buyer to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Buyer hereunder prior to Closing. The delivery of any notice pursuant to this Section shall not be deemed to: (x) modify the representations or warranties under this Agreement of the party delivering such notice, (y) modify the conditions set forth in Article X or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Section 7.4. Fees and Expenses. All fees and expenses incurred in connection with this Agreement by Seller will be borne by and paid by Seller. All fees and expenses incurred in connection with this Agreement by Buyer will be borne by and paid by Buyer.
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Section 7.5.Public Announcements. Prior to the Closing, neither Buyer, on the one hand, nor Seller, on the other hand, may issue any press release or otherwise make any statement to the public generally with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party, except as required by law.
Section 7.6. Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to the Properties after the Effective Date and prior to Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall mutually otherwise agree) in such event as to each such Property so damaged an amount equal to the damage to such Property but not in excess of fifty percent (50%) of the allocated value set forth in Schedule 2.5 for such Property, shall be treated as a reduction to the Purchase Price.
Section 7.7. Records. At or promptly after Closing (but in any event within ten Business Days after the Closing), Seller shall deliver all Records pertaining to the Properties that are in Seller’s possession, custody or control.
Section 7.8. Further Assurances. After Closing, Seller shall execute and deliver, and shall otherwise cause to be executed and delivered, from time to time, such further instruments, notices, division orders, transfer orders and other documents, and do such other and further acts and things, as may be reasonably necessary to more fully and effectively grant, convey and assign the Properties to Buyer.
Section 7.9. Assumption of Obligations. At Closing, Buyer shall assume and agree to pay, perform and discharge the Assumed Obligations.
Section 7.10.Release of Seller Bonds. Reference is made to the performance bonds identified on Schedule 7.10 hereto obtained by Seller with respect to the Oil and Gas Properties in connection with Seller’s acquisition of interests therein (collectively, the “Seller Bonds”). Simultaneous with Closing, Buyer shall furnish Seller with a copy of replacement performance bonds, acceptable to Mobil Oil Exploration & Producing Southeast, Inc., it successor or assigns, in order that Seller Bonds will be released and terminated as soon as practicable after Closing but, in any event, within ninety (90) days thereof.
ARTICLE VIII
DUE DILIGENCE EXAMINATION
Section 8.1. Title Due Diligence Examination.
(a) For the period commencing with the date of this Agreement and ending at 5:00 p.m. (local time in New Orleans, Louisiana) on or before 12 calendar days after the Preferential Right Waiver(s) or July 15, 2022, which ever is later (the “Examination Period”), Seller shall extend to Buyer and its authorized representatives reasonable access (including weekends and holidays) to the office, personnel and Records of Seller in order for Buyer to conduct such examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist (“Buyer’s Title Review”). Such access to the Records shall exclude, however, any information that Seller is prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Seller shall use its best efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer’s Title Review, if any, shall be borne solely by Buyer.
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(b) If Buyer discovers any Title Defect affecting any of the Oil and Gas Properties, Buyer shall notify Seller within two Business Days of such discovery but in any event prior to the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice (“Title Defect Notice”) must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or any alleged increase in the Working Interest without a proportionate increase in the Net Revenue Interest), (iv) identify the specific Oil and Gas Property affected by such Title Defect, and (v) include the value of such Title Defect as determined by Buyer in good faith and in reference to Schedule 2.5. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes. Upon the receipt of such effective Title Defect Notice from Buyer, Seller shall have the option, in addition to the remedies set forth in Section 8.1(c) (the “Remedies for Title Defects”), but not the obligation, to attempt to cure such Title Defect at any time prior to Closing. The Oil and Gas Property affected by an uncured Title Defect shall be a “Title Defect Property”.
(c) With respect to each Title Defect that is not cured on or before Closing, the Purchase Price shall be reduced, subject to this Article VIII, by the Title Defect Amount with respect to such Title Defect Property. The “Title Defect Amount” shall mean, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:
(i) The Title Defect Amount with respect to a Title Defect Property shall be determined by taking into consideration the “Allocated Value” (as set forth in Schedule 2.5 attached hereto) of the Oil and Gas Property subject to such Title Defect, the portion of the Oil and Gas Property subject to such Title Defect, and the legal effect of such Title Defect on the Oil and Gas Property affected thereby; provided, however, that: (A) except as provided below in this Section 8.1(c) with respect to Oil and Gas Properties, if such Title Defect is in the nature of Seller’s Net Revenue Interest in an Oil and Gas Property being less than the Net Revenue Interest set forth in Schedule 2.5 hereto and the Working Interest remains the same, then the Title Defect Amount shall be equal to the Allocated Value for the relevant Oil and Gas Property multiplied by the percentage reduction in such Net Revenue Interest as a result of such Title Defect or (B) if such Title Defect is in the nature of a Lien, then the Title Defect Amount shall equal the amount required to fully discharge such Lien; and
(ii) If the Title Defect results from any matter not described in Section 8.1(c)(i), the Title Defect Amount shall be an amount equal to the difference between the value of the Title Defect Property affected by such Title Defect with such Title Defect and the value of such Title Defect Property without such Title Defect (taking into account the portion of the Allocated Value of the Title Defect Property).
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(d) As used in this Section 8.1:
(i) “Defensible Title” means, as of the date of this Agreement and the Closing Date, with respect to the Oil and Gas Properties, such title and ownership by Seller that:
(A) entitles Seller to receive and retain, without reduction, suspension or termination, not less than the percentage, subject to the limitations, set forth in Schedule 2.5 as Seller’s Net Revenue Interest of all Hydrocarbons produced, saved and marketed from each mineral lease comprising such Oil and Gas Property as set forth in Schedule 2.5, through plugging, abandonment and salvage of all wells comprising or included in such Oil and Gas Property, and except for changes or adjustments that result from the establishment of units, changes in existing units (or the participating areas therein), or the entry into of pooling or unitization agreements after the date hereof;
(B) obligates Seller to bear not greater than the percentage, subject to the limitations, set forth in Schedule 2.5 as Seller’s Working Interest of the costs and expenses relating to the maintenance, development and operation of each mineral lease comprising such Oil and Gas Property, through plugging, abandonment and salvage of all wells comprising or included in such Oil and Gas Property, and except for changes or adjustments that result from the establishment of units, changes in existing units (or the participating areas therein), or the entry into of pooling or unitization agreements after the date hereof;
(C) is free and clear of all Liens, except Permitted Encumbrances;
(D) reflects that all consents to assignment, notices of assignment or preferential purchase rights which are applicable to or must be complied with in connection with the transaction contemplated by this Agreement, or any prior sale, assignment or the transfer of such Oil and Gas Property, have been obtained and complied with to the extent the failure to obtain or comply with the same could render this transaction or any such sale, assignment or transfer (or any right or interest affected thereby) void or voidable or could result in Buyer or Seller incurring any liability; and
(E) is free of any imperfections that a reasonable prudent purchaser of oil and gas properties would not normally waive.
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(ii) “Permitted Encumbrances” shall mean (A) Liens for taxes which are not yet delinquent or which are being contested in good faith and for which adequate reserves have been established; (B) normal and customary Liens of co-owners under operating agreements, unitization agreements, and pooling orders relating to the Oil and Gas Properties, which obligations are not yet due and pursuant to which Seller is not in default; (C) mechanic’s and materialman’s Liens relating to the Oil and Gas Properties, which obligations are not yet due and pursuant to which Seller is not in default; (D) Liens in the ordinary course of business consisting of minor defects and irregularities in title or other restrictions (whether created by or arising out of joint operating agreements, farm-out agreements, leases and assignments, contracts for purchases of Hydrocarbons or similar agreements, or otherwise in the ordinary course of business) that are of the nature customarily accepted by prudent purchasers of oil and gas properties and do not decrease the Net Revenue Interest, increase the Working Interest (without a proportionate increase in the Net Revenue Interest) or materially affect the value of any property encumbered thereby; (E) all approvals required to be obtained from Governmental Entities that are lessors under mineral leases forming a part of the Oil and Gas Properties (or who administer such mineral leases on behalf of such lessors) which are customarily obtained post-closing; (F) conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders ofsuch rights; and (G) preferential rights to purchase and consent to transfer requirements of any non-Governmental Entity Person.
(iii) “Title Defect” shall mean any particular defect in or failure of Seller’s ownership of any Oil and Gas Property: (A) that causes Seller to not have Defensible Title to such Oil and Gas Property, (B) that has attributable thereto a Title Defect Amount in excess of $50,000, and (C) regarding which a Title Defect Notice has been timely and otherwise validly delivered. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as, a Title Defect: (A) defects or irregularities arising out of lack of evidence of corporate authorization; (B) defects or irregularities that have been cured or remedied by the applicable statutes of limitation or statutes for prescription; or (C) changes or adjustments to Seller’s Working Interest and/or Net Revenue Interest in an Oil and Gas Property due to the occurrence of pooling or unitization affecting all or a portion of such Property.
(e) If Seller and Buyer are unable to reach an agreement as to whether a Title Defect exists or, if it does exist, the Title Defect Amount attributable to such Title Defect, the provisions of Section 12.1 shall be applicable.
Section 8.2. Environmental Due Diligence Examination.
(a) Buyer shall have the right to conduct, or the right to cause an environmental consultant (“Buyer’s Environmental Consultant”) to conduct, an environmental review of the Properties prior to the expiration of the Examination Period (“Buyer’s Environmental Review”). The cost and expense of Buyer’s Environmental Review, if any, shall be borne solely by Buyer, provided that Buyer will not be charged for Seller’s time attributable to Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer’s Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Seller shall cooperate in all reasonable respects with Buyer to facilitate Buyer’s Environmental Review.
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(b) Unless otherwise required by Applicable Law, Buyer shall (and shall cause Buyer’s Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer’s Environmental Review and any reports or data generated from such review (the “Environmental Information”), and Buyer shall not (and shall cause Buyer’s Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of Seller. Unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer’s Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller, at Seller’s expense, to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Upon receipt from Buyer’s Environmental Consultant or upon Buyer’s preparation, Buyer shall provide copies of the Environmental Information to Seller without charge.
(c) If Buyer and/or Buyer’s Environmental Consultant, if applicable, discovers any On-site Environmental Defect (as herein defined) affecting the Properties or any Off-site Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an “Environmental Defect Notice”) must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Environmental Defect in reasonable detail, including in the case of any On-site Environmental Defect, (A) the written conclusion of Buyer’s Environmental Consultant, if applicable, that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer’s Environmental Review, and (B) a separate, reasonably specific citation of the provisions of Applicable Environmental Laws alleged to be violated and the related facts that substantiate such violation, (iv) in the case of any On-site Environmental Defect, identify the specific Properties affected by such Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (v) in the case of any On-site Environmental Defect, set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer’s Environmental Consultant, if applicable, and (vi) set forth a good faith estimate of the Environmental Defect Amount, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected this Section 8.2 as the remedy therefor. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the Environmental Defect Amount attributable to such Environmental Defect, the provisions of Section 12.1 shall be applicable. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.2, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing.
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(d) If any Environmental Defect described in a notice delivered and agreed to in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to this Section 8.2 and the rights of Seller under Section 12.1, by the Environmental Defect Amount of such Environmental Defect.
(e) As used in this Section 8.2:
| (i) | “Environmental Defect” shall mean (i) with respect to a field, a violation of Applicable Environmental Laws in effect as of the date hereof in the jurisdiction in which such field is located (an “On-site Environmental Defect”) that requires an immediate remediation, or (ii) any liability under any Applicable Environmental Law with respect to offsite disposal of hazardous materials or substances or waste materials (an “Off-site Environmental Defect”), in either case regarding which an Environmental Defect Notice has been timely and otherwise validly delivered and that has attributable thereto an Environmental Defect Amount in excess of $50,000.00. It is specifically acknowledged and agreed that the presence in any wellbore, equipment, pipeline, flowline or vessel on or related to the Properties of naturally occurring radioactive material or asbestos shall not be deemed to constitute an Environmental Defect for purposes of this Agreement. |
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| (ii) | “Environmental Defect Amount” shall mean, (i) with respect to any On-site Environmental Defect, the net present value of the reasonably estimated costs and expenses to correct such Environmental Defect in the most cost effective manner reasonably available, consistent with Applicable Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost effective manner reasonably available or (ii) with respect to any Off-site Environmental Defect, the amount that will be required to be paid by Seller to a third party in respect of a claim by such third party. |
Section 8.3.Adjustments to Purchase Price for Title Defects and Environmental Defects.
(a) Notwithstanding anything to the contrary contained in this Agreement, no adjustment of the Purchase Price shall be made for Title Defects and Environmental Defects unless the aggregate of the Title Defect Amounts and Environmental Defect Amounts, as determined in accordance with this Agreement, equals or exceeds $100,000.00, in which event the Purchase Price shall be adjusted downward by the amount of such Title Defect Amounts and Environmental Defect Amounts that exceed such amount.
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(b) Notwithstanding anything herein to the contrary, if Seller is unable to cure a Title Defect or an Environmental Defect on or prior to Closing, Seller may, subject to the agreement of Buyer, by notice in writing to Buyer on or before Closing, attempt to cure such Title Defect or Environmental Defect subsequent to Closing (a “Post-Closing Defect”) within the 90-day period commencing on the Closing Date (the “Cure Period”). In such event, the transactions contemplated hereby will close as provided herein and the Purchase Price shall be reduced by the applicable Title Defect Amount or Environmental Defect Amount in respect of such Post-Closing Defect as provided in Sections 8.1 and 8.2(a). If, during or upon the expiration of the Cure Period, Seller and Buyer mutually agree that a Post-Closing Defect has been cured, then within five Business Days after such determination, Buyer shall tender to Seller an amount equal to the Title Defect Amount and Environmental Defect Amount in respect thereof. If, during or upon the expiration of the Cure Period, Seller and Buyer are unable to agree whether there has been a satisfactory cure of a Post-Closing Defect, then such disagreement shall be resolved as provided in Section 12.1.
Section 8.4. Buyer Indemnification. BUYER HEREBY INDEMNIFIES AND SHALL DEFEND AND HOLD SELLER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL OF THE FOLLOWING CLAIMS ARISING FROM BUYER INSPECTING AND OBSERVING THE PROPERTIES: (I) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF BUYER, ITS CONTRACTORS, AGENTS, CONSULTANTS, AND REPRESENTATIVES, AND DAMAGE TO THE PROPERTY OF BUYER OR OTHERS ACTING ON BEHALF OF BUYER, EXCEPT FOR INJURIES OR DEATH CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ITS AFFILIATES THEREOF OR ITS OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, CONSULTANTS, OR REPRESENTATIVES; AND (II) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF SELLER OR THIRD PARTIES, AND DAMAGE TO THE PROPERTY OF SELLER OR THIRD PARTIES, TO THE EXTENT CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER. TO THE EXTENT PROVIDED ABOVE, THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN INDEMNIFICATION OF THE INDEMNIFIED PARTIES FROM AND AGAINST CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE PROPERTY OR THE SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES. THE PARTIES HERETO AGREE THAT THE FOREGOING COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.
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ARTICLE IX
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
Section 9.1. Conditions Precedent to the Obligations of Buyer. The obligations of Buyer under this Agreement are subject to each of the following conditions being met:
(a) Each of the representations and warranties of Seller contained in Article IV shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date, except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all respects as of such specified date, and (iii) any such inaccuracies or breaches which, in the aggregate, have not had or could not reasonably be expected to have, a Material Adverse Effect.
(b) Seller shall have performed and complied in all respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing.
(c) Seller shall have delivered a certificate executed by an officer of Seller dated as of the Closing Date, representing and certifying that the conditions set forth in subsections (a) and (b) above have been fulfilled.
(d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its Affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.
(e) Buyer shall have received a conveyance of the Properties executed and delivered by Seller, which conveyance shall be substantially in the form of the instrument attached hereto as Schedule 9.1(e) in all material respects (the “Conveyance”).
(f) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder.
(g) Buyer shall have received the third party consents as required under Section 6.4, and all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.
Section 9.2. Conditions Precedent to the Obligations of Seller. The obligations of Seller under this Agreement are subject to each of the following conditions being met:
(a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects on and as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date.
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(b) Buyer shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Seller) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.
(c) No Proceeding (excluding any Proceeding initiated by Seller or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.
(d) Seller shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Buyer or any other party to Seller prior to or in connection with the Closing.
Section 9.3. Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller and Buyer shall have executed and delivered to each other multiple originals of the Conveyance, together with such other documents or forms required by a Governmental Entity for Buyer, or Buyer’s designee, to succeed Seller as the operator of any Oil and Gas Properties currently operated by Seller;
(b) Pursuant to Seller’s written wiring instructions, Buyer shall deliver by wire transfer the Adjusted Purchase Price as provided for in Article II; and
(c) Seller and Buyer shall execute and deliver to each other such other documents or instruments as may be necessary in order to accomplish the transactions contemplated by this Agreement.
(d) Buyer shall deliver to Seller a copy of a replacement bond for each of the Seller Bonds, providing for terms, penal sums and issued by a surety, acceptable to Mobil Oil Exploration & Producing Southeast, Inc., it successor or assigns.
ARTICLE X
TERMINATION, AMENDMENT AND WAIVER
Section 10.1. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing in the following manner:
(a) by mutual written consent of Seller and Buyer; or
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(b) by either Seller or Buyer, if:
(i) the Closing shall not have occurred on or before the Closing Date, unless such failure to close shall be due to a breach of this Agreement or delay of performance under this Agreement by the party seeking to terminate this Agreement pursuant to this clause (i); or
(ii) there shall be any statute, rule, or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or a Governmental Entity shall have issued an order, decree, or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated hereby, and such order, decree, ruling, or other action shall have become final and nonappealable; or
(c) by Seller or Buyer, if the aggregate amount of the Title Defect Amounts and the Environmental Defects Amounts exceed Three Hundred Thousand Dollars; or
(d) by Seller, if (i) there shall be a material breach of any representation and warranty of Buyer contained in Article V, or (ii) there shall be a material breach by Buyer of any of its covenants and agreements contained in this Agreement, which breach, in the case of clause (i) or clause (ii), is not capable of being cured or, if it is capable of being cured, has not been cured by the 10th Business Day following written notice to Buyer from Seller of such breach; or
(e) by Buyer, if (i) there is a material breach of any representation and warranty of Seller contained in Article IV, other than any such breaches which, in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect, or (ii) there is a material breach by Seller of any of its covenants and agreements contained in this Agreement, which breach, in the case of clause (i) or clause (ii), is not capable of being cured or, if it is capable of being cured, has not been cured by the 10th Business Day following written notice to Seller from Buyer of such breach.
Section 10.2. Effect of Termination.
In the event of the termination of this Agreement pursuant to Section 10.1 by Seller, on the one hand, or Buyer, on the other, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and have no effect, except that the agreements contained in this Article X, in Sections 7.4, 7.5 and 8.4 and in Articles XII and XIII shall survive the termination hereof. Nothing contained in this Section shall relieve any party from liability for damages actually incurred as a result of any breach of this Agreement.
Section 10.3. Amendment. This Agreement may not be amended except by an instrument in writing signed by or on behalf of all the parties hereto.
Section 10.4. Waiver. Seller, on the one hand, or Buyer, on the other, may: (i) waive any inaccuracies in the representations and warranties of the other contained herein or in any document, certificate, or writing delivered pursuant hereto, or (ii) waive compliance by the other with any of the other’s agreements or fulfillment of any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No failure or delay by a party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
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ARTICLE XI
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS;INDEMNIFICATION
Section 11.1. Survival.
(a) The representations and warranties of Seller contained in Section 4.1 through Section 4.4 shall survive the Closing without limitation, and the representations and warranties of Seller contained in Section 4.5 through Section 4.18 shall survive for a period of six (6) months after the Closing Date. The representations and warranties of Buyer contained in Article V shall survive the Closing without limitation. The period, if any, for which a representation and warranty survives is called a “Survival Period”). From and after the expiration of a Survival Period, no party hereto shall be under any liability with respect to any representation or warranty to which such Survival Period relates, except with respect to matters as to which notice has been received in accordance with Section 11.1(b).
(b) No party hereto shall have any indemnification obligation pursuant to this Article XI or otherwise in respect of any representation, warranty or covenant unless (i) it shall have received from the party seeking indemnification written notice of the existence of the claim for or in respect of which indemnification in respect of such representation, warranty or covenant is being sought and (ii) with respect to a representation and warranty to which a Survival Period relates, such notice is received on or before the expiration of such Survival Period. Such notice shall set forth with reasonable specificity (i) the basis under this Agreement, and the facts that otherwise form the basis of such claim, (ii) the estimate of the amount of such claim (which estimate shall not be conclusive of the final amount of such claim) and an explanation of the calculation of such estimate, including a statement of any significant assumptions employed therein, and (iii) the date on and manner in which the party delivering such notice became aware of the existence of such claim.
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Section 11.2. Seller’s Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI or elsewhere in this Agreement, following the Closing, to indemnify and hold Buyer, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively the “Buyer’s Indemnified Parties”) harmless from and against any and all claims, demands, obligations, actions, liabilities, damages or expenses (collectively, “Buyer’s Losses”) (a) resulting from any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement that survives Closing, or (b) relating to the Properties and attributable or relating to the time before the Effective Date or (c) relating to the Excluded Assets, or (d) relating to the Suspense Funds; provided, however, Seller shall have no obligation to indemnify Buyer Indemnified Parties (i) for any claim under this Section 11.2, unless the claim is asserted, utilizing the procedures set forth in Section 11.4, on or before six months after the Closing Date, (ii) the amount of any such claim exceeds $50,000.00 (an “Eligible Claim”), (iii) the aggregate dollar amount of all Eligible Claims equals or exceeds $200,000.00, and then only to the extent of the dollar amount of such Eligible Claims in excess of $200,000.00, and (iv) notwithstanding anything to the contrary as set forth in this Agreement, Seller’s indemnification obligations under this Agreement shall not exceed, in the aggregate, the sum of $1,000,000.00. Notwithstanding the other terms and conditions of this Agreement, Seller will retain responsibility for and hold Buyer’s Indemnified Parties harmless from and against all costs, expenses, liabilities, obligations and damages related to all litigation matters identified in Schedule 4.6. Also notwithstanding the other terms and conditions of this Agreement, Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising out of any latent or hidden defects in and to the Assets.
Section 11.3. Buyer’s Indemnification Obligations. Buyer shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Seller, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively the “Seller’s Indemnified Parties”)harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, “Seller’s Losses”) (a) resulting from any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or (b) relating to the Properties and attributable to the time after the Effective Date or (c) relating to the Assumed Obligations.
Section 11.4. Indemnification Proceedings. In the event that any claim or demand for which a party (an “Indemnifying Party”), would be liable to the another party under Section 11.2 or Section 11.3 (an “Indemnified Party”) is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim or demand, but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article XI, except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in this Section 11.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such claim or demand, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the expense of the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).
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Section 11.5. Indemnification Exclusive Remedy. Subject to the other terms of this Agreement, indemnification pursuant to the provisions of this Article XI shall be the exclusive remedy of the parties hereto for any misrepresentation or breach of any warranty, covenant or agreement contained in this Agreement or in any closing document executed and delivered pursuant to the provisions hereof or thereof, or any other claim arising out of the transactions contemplated by this Agreement.
Section 11.6. Limited to Actual Damages. The indemnification obligations of the parties pursuant to this Article XI shall be limited to actual damages and shall not include incidental, consequential, indirect, punitive, or exemplary damages, provided that any incidental, consequential, indirect, punitive, or exemplary damages recovered by a third party (including a Governmental Entity, but excluding any Affiliate of any party) against a party entitled to indemnity pursuant to this Article XI shall be included in the damages recoverable under such indemnity.
Section 11.7. Indemnification Despite Negligence. It is the express intention of the parties hereto that each party to be indemnified pursuant to this Article XI shall be indemnified and held harmless from and against all damages as to which indemnity is provided for under this Article XI, NOTWITHSTANDING THAT ANY SUCH DAMAGES ARISE OUT OF OR RESULT FROM THE ORDINARY, STRICT, SOLE, OR CONTRIBUTORY NEGLIGENCE OF SUCH PARTY AND REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING THE OTHER PARTIES TO THIS AGREEMENT) IS OR IS NOT ALSO NEGLIGENT. The parties hereto acknowledge that the foregoing complies with the express negligence rule and is conspicuous.
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ARTICLE XII
MISCELLANEOUS MATTERS
Section 12.1. Resolution of Disputes.
(a) Each party shall have the right to submit claims, disputes, controversies or other matters in question arising out of the matters covered by Article VIII (including the existence of Title Defects and Environmental Defects or the Title Defect Amounts and Environmental Defects attributable thereto, as applicable) (“Disputes”), to an independent expert appointed in accordance with this Section 12.1(a) (the “Independent Expert”), who shall serve as sole arbitrator. The Independent Expert shall be appointed by mutual agreement of Seller and Buyer from among candidates with experience and expertise in the area that is the subject of such Dispute, and failing such agreement, such Independent Expert for such Dispute shall be selected in accordance with the Rules (as hereinafter defined). Disputes to be resolved by an Independent Expert shall be resolved in accordance with mutually agreed procedures and rules and failing such agreement, in accordance with the rules and procedures for arbitration provided in Section 12.1(b). The Independent Expert shall be instructed by the parties to resolve such Dispute as soon as reasonably practicable in light of the circumstances. The decision and award of the Independent Expert shall be binding upon the parties as an award under the Federal Arbitration Act and final and non-appealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court.
(b) Any Dispute that is not resolved pursuant to the foregoing provisions of this Section 12.1 shall be settled exclusively and finally by arbitration in accordance with this Section 12.1(b).
(i) Such arbitration shall be conducted pursuant to the Federal Arbitration Act, except as expressly provided otherwise in this Agreement. The validity, construction, and interpretation of this Section 12.1(b), and all procedural aspects of the arbitration conducted pursuant hereto, including the determination of the issues that are subject to arbitration (i.e., arbitrability), the scope of the arbitrable issues, allegations of “fraud in the inducement” to enter into this Agreement or this arbitration provision, allegations of waiver, laches, delay or other defenses to arbitrability, and the rules governing the conduct of the arbitration (including the time for filing an answer, the time for the filing of counterclaims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the issuance of subpoenas, the times for the designation of experts, whether the arbitration is to be stayed pending resolution of related litigation involving third parties not bound by this Agreement, the receipt of evidence, and the like), shall be decided by the arbitrators. The arbitration shall be administered by the American Arbitration Association (the “AAA”), and shall be conducted pursuant to the Commercial Arbitration Rules of the AAA (the “Rules”), except as expressly provided otherwise in this Agreement. The arbitration proceedings shall be subject to any optional rules contained in the Rules for emergency measures and, in the case of Disputes with respect to amounts in excess of $1,000,000, optional rules for large and complex cases.
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(ii) The arbitrators shall permit and facilitate such discovery as they determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Such discovery may include pre-hearing depositions, particularly depositions of witnesses who will not appear personally to testify, if there is a demonstrated need therefore. The arbitrators may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery.
(iii) All arbitration proceedings hereunder shall be conducted in New Orleans, Louisiana, or such other mutually agreeable location.
(iv) All arbitration proceedings hereunder shall be before a panel of three (3) arbitrators appointed, one appointed by each party, and the third appointed in accordance with the Rules, all independent of the parties and consisting of Persons (which can include lawyers) having at least ten (10) years of experience in or relating to the oil and gas industry.
(v) In deciding the substance of the Dispute, the arbitrators shall refer to the substantive laws of the State of Louisiana (excluding choice-of-law principles that might call for the application of the laws of another jurisdiction). Procedural matters relating to arbitration shall be governed by the Federal Arbitration Act.
(vi) The parties shall request the arbitrators to conduct a hearing as soon as reasonably practicable after appointment of the third arbitrator, and to render a final decision completely disposing of the Dispute that is the subject of such proceedings as soon as reasonably practicable after the final hearing. The parties shall instruct the arbitrators to impose time limitations they consider reasonable for each phase of such proceeding, including, without limitation, limits on the time allotted to each party for the presentation of its case and rebuttal. The arbitrators shall actively manage the proceedings as they deem best so as to make the proceedings fair, expeditious, economical and less burdensome than litigation. To provide for speed and efficiency, the arbitrators may: (i) limit the time allotted to each party for presentation of its case; and (ii) exclude testimony and other evidence they deem irrelevant or cumulative.
(vii) Notwithstanding any other provision in this Agreement to the contrary, the parties expressly agree that the arbitrators shall have absolutely no authority to award consequential, incidental, special, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Louisiana law, or any other laws, or under the Federal Arbitration Act or the Rules.
(viii) The parties agree that there shall be no transcript of any hearing before the arbitrators. The parties shall request that final decision of the arbitrators be in writing, be as brief as possible, set forth the reasons for such final decision, and if the arbitrators award monetary damages to either party, contain a certification by the arbitrators that they have not included any incidental, special, treble, exemplary or punitive damages. To the fullest extent permitted by law, the arbitration proceeding and the arbitrators’ decision and award shall be maintained in confidence by the parties and the parties shall instruct the arbitrators to likewise maintain such matters in confidence.
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(ix) The fees and expenses of the arbitrators shall be borne equally by Sellers and Buyer, but the decision of the arbitrators may include such award of the arbitrators’ fees and expenses and of other costs and attorneys’ fees as the arbitrators determine appropriate (provided that such award of costs and fees may not exceed the amount of such costs and fees incurred by the losing party in the arbitration).
(x) The decision and award of the arbitrators shall be binding upon the parties and final and non-appealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court.
Section 12.2. Notices. All notices, requests, demands, and other communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (iii) sent by a recognized prepaid overnight courier service (which provides a receipt), or (iv) sent by telecopy or facsimile transmission, with receipt acknowledged, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):
If to Seller:
Petrodome Louisiana Pipeline, LLC
15915 Katy Freeway, Suite 450
Houston, TX 77094
Attention: James A. Doris, Chairman
Fax No.: 713.820.6611
E-Mail: jdoris@vikingenergygroup.com
If to Buyer:
EAST MUD LAKE, L.L.C.
P.O. Box 835
Pinehurst, Texas 77362
Houdit Makabeh, Secretary
Such notices, requests, demands, and other communications shall be effective upon receipt.
Section 12.3. Entire Agreement. This Agreement, together with the Exhibits, and other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
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Section 12.4. Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to enforce specifically the provisions of this Agreement, in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the parties may be entitled under this Agreement or at law or in equity.
Section 12.5. Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Except as provided in Section 8.4 and Article XI, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.
Section 12.6. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.
Section 12.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
Section 12.8. Counterparts. This instrument may be executed in any number of identical counterparts, each of which for all purposes shall be deemed an original, and all of which shall constitute collectively, one instrument. It is not necessary that each party hereto execute the same counterpart so long as identical counterparts are executed by each such party hereto. This instrument may be validly executed and delivered by facsimile or other electronic transmission.
Section 12.9. Disclaimer of Warranties. Except for Seller’s representations and warranties given under Article IV, in the Conveyances and elsewhere in this Agreement, Seller hereby expressly disclaims any and all representations or warranties with respect to the Properties or the transaction contemplated hereby in the following manner:
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Buyer understands, acknowledges and agrees that the Properties are being sold by Seller“WHERE IS” and“AS IS”, with all faults. Specifically as a part of (but not in limitation of) the foregoing, Buyer acknowledges that Seller has not made, and Seller hereby expressly disclaims, any representation or warranty (express, implied, under common law, by statute or otherwise) as to the title or condition of the Properties(INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO (I) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER, OR ATTRIBUTABLE TO THE PROPERTIES, (II) THE PHYSICAL, OPERATING, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND SUBSURFACE, INCLUDING MATTERS RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS, SOLID WASTES, ASBESTOS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS OR (III) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE THEREOF. SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED, AS TO (A) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE PROPERTIES OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES; (B) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES; (C) THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (D) PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS, (E) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES, (F) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (G) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, AND(H) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES.ANY DATA, INFORMATION, OR OTHER RECORDS FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER’S RELIANCE ON OR USE OF THE SAME IS AT BUYER’S SOLE RISK.
ARTICLE XIII
DEFINITIONS AND REFERENCES
Section 13.1. Certain Defined Terms. When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Section 13.1:
“Abandonment Obligations” means and includes Seller’s share of all obligations associated with and liability for (i) the plugging and abandonment of all wells situated on the Oil and Gas Properties, (ii) the removal of all structures, equipment and facilities appurtenant thereto, and (iii) the clearance, restoration and remediation of the surface and cleanup associated with such plugging and abandonment and removal, all in accordance with and as required by Applicable Law.
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“Affiliate” means any Person directly or indirectly controlling, controlled by or under common control with a Party.
“Agreement” means this Purchase and Sale Agreement, as hereafter amended or modified in accordance with the terms hereof.
“Applicable Law” means any statute, law, principle of common law, rule, regulation, judgment, order, ordinance, requirement, code, writ, injunction, or decree of any Governmental Entity.
“Assumed Obligations” means all liabilities and obligations of Seller attributable or otherwise relating to the Properties, whether arising before or after the Effective Date, including, without limitation, the Abandonment Obligations and the Environmental Obligations, subject, however, to Seller’s indemnification obligations provided for in Section 11.2.
“Business Day” means a day other than a Saturday, Sunday or day on which commercial banks in the State of Louisiana are authorized or required to be closed for business.
“Buyer’s Indemnified Parties” shall have the meaning set forth in Section 11.2.
“Code” means the Internal Revenue Code of 1986, or any successor statute thereto, as amended.
“Contracts” shall have the meaning as set forth in Section 1.1(d).
“Dollars” or “$” means U.S. Dollars.
“Effective Date” means 7:00 a.m., local time at the location of the Properties, on June 1, 2022.
“Eligible Claim” shall have the meaning as set forth in Section 11.2.
“Environmental Laws” being defined to include but not be limited to the Occupational Safety and Health Act, 29 U.S.C.A. §651, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C.A. §6901, et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.A. §9601, et seq.; the Clean Water Act, 33 U.S.C.A. §1251 et seq.; the Clean Air Act, 42 U.S.C.A. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §3001, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C.A. §2701 et seq.; and all rules, regulations and orders adopted under the foregoing statutes applicable to any waste material, produced water, tank bottoms, sludge, or constituents thereof, radioactive materials, or hazardous substances on or included with the Assets or the presence, disposal, releases or threatened releases of all waste material, produced water, tank bottoms, sludge, or constituents thereof, radioactive materials, or hazardous substances on, included with, or from the Assets into the atmosphere or in or upon land or any water course or body of water, whether above or below the ground, and all other federal, state and local environmental and oil and gas laws and regulations, as well as all acts, laws, and regulations amendatory or supplemental thereto.
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“Environmental Obligations” means and includes Seller’s share of all obligations and liabilities under federal, state or local Environmental Laws and oil and gas laws, rules, orders and regulations pertaining to the environmental condition of the Assets, whether relating to periods before or after the Effective Date.
“Governing Documents” means, when used with respect to an entity, the documents governing the formation and operation of such entity, including (a) in the instance of a corporation, the articles of incorporation and bylaws of such corporation, (b) in the instance of a partnership, the partnership agreement, and (c) in the instance of a limited liability company, the certificate of formation and limited liability company agreement.
“Governmental Entity” means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, county, municipal or other governmental or quasi-governmental body, agency, authority, department, board, commission, bureau or instrumentality.
“Hydrocarbons” means oil, gas, other liquid or gaseous hydrocarbons, or any of them or any combination thereof, and all products and substances extracted, separated, processed and produced therefrom.
“IRS” means the Internal Revenue Service.
“Knowledge” of a specified Person (or similar references to a Person’s knowledge) means all information actually or constructively known to (a) in the case of a Person who is an individual, such Person, or (b) in the case of a Person which is corporation or other entity, an executive officer or employee who devoted substantive attention to matters of such nature during the ordinary course of his employment by such Person. A Person has “constructive knowledge” of those matters which the individual involved could reasonably be expected to have as a result of undertaking an investigation of such a scope and extent as a reasonably prudent man would undertake concerning the particular subject matter.
“Lien” means any claim, lien, mortgage, security interest, pledge, charge, option, right-of-way, easement, encroachment, or encumbrance of any kind.
“Material Adverse Effect” means any change, development, or effect (individually or in the aggregate) which is, or is reasonably likely to be, materially adverse (i) to the business, assets, results of operations or condition (financial or otherwise) of a party, or (ii) to the ability of a party to perform on a timely basis any obligation under this Agreement or any agreement, instrument, or document entered into or delivered in connection herewith.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization, or Governmental Entity.
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“Proceedings” means all proceedings, actions, claims, suits, investigations, and inquiries by or before any arbitrator or Governmental Entity.
“Records” shall have the meaning as set forth in Section 1.1(f).
“Seller Bonds” shall have the meaning set forth in Section 7.10.
“Securities Act” shall mean the Securities Act of 1933, as amended, and all rules and regulations under such Act.
“Seller’s Indemnified Parties” shall have the meaning as set forth in Section 11.3.
“Tax Returns” mean any return, report, statement, form or similar statement required to be filed with respect to any Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Taxes.
“Taxes” means any income taxes or similar assessments or any sales, excise, occupation, use, ad valorem, property, production, severance, transportation, employment, payroll, franchise, or other tax imposed by any United States federal, state, or local (or any foreign or provincial) taxing authority, including any interest, penalties, or additions attributable thereto.
Section 13.2. Certain Additional Defined Terms. In addition to such terms as are defined in the preamble of and the recitals to this Agreement and in Section 13.1, the following terms are used in this Agreement as defined in the Articles or Sections set forth opposite such terms:
Defined Term |
| Reference |
AAA |
| Section 12.1(b)(i) |
Adjusted Purchase Price |
| Section 2.1 |
Allocated Value |
| Section 8.1(c)(i) |
Assumed Obligations |
| Section 7.9 |
Buyer’s Environmental Consultant |
| Section 8.2(a) |
Buyer’s Environmental Review |
| Section 8.2(a) |
Buyer’s Losses |
| Section 11.2 |
Buyer’s Title Review |
| Section 8.1(a) |
Closing |
| Article III |
Closing Date |
| Article III |
Conveyance |
| Section 9.1(e) |
Cure Period |
| Section 8.2(b) |
Defensible Title |
| Section 8.1(d)(i) |
Disputes |
| Section 12.1(a) |
Environmental Defect |
| Section 8.2(e)(i) |
Environmental Defect Amount |
| Section 8.2(e)(ii) |
Environmental Defect Notice |
| Section 8.2(c) |
Environmental Information |
| Section 8.2(b) |
Examination Period |
| Section 8.1(a) |
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Defined Term Reference Excluded Assets Section 1.2 Indemnified Party Section 11.4 Indemnifying Party Section 11.4 Independent Expert Section 12.1(a) Notice Period Section 11.4 Off-site Environmental Defect Section 8.2(e)(i) On-site Environmental Defect Section 8.2(e)(i) Oil and Gas Properties Section 1.1 Permitted Encumbrances Section 8.1(d)(ii) Post-Closing Defect Section 8.2(b) Preferential Right Waiver(s) Article III Properties Section 1.1 Purchase Price Section 2.1 Remedies for Title Defects Section 8.1(b) Rules Section 12.1(b)(i) Seller Bonds Section 7.10 Seller’s Losses Section 11.3 Survival Period Section 11.1(a) Title Defect Section 8.1(d)(iii) Title Defect Amount Section 8.1(c) Title Defect Notice Section 8.1(b) Title Defect Property Section 8.1(b)
Section 13.3. References, Titles and Construction.
(a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.
(b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions.
(c) The words “this Agreement”, “this instrument”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.
(d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender.
(e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.
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(f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.
(g) The word “or” is not intended to be exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.
(h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.
(i) All references herein to “$” or “dollars” shall refer to U.S. Dollars.
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IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date set forth above.
SELLER: | |||
| Petrodome Louisiana Pipeline, LLC |
| |
By: | /s/ James A. Doris | ||
|
| James A. Doris | |
Chairman | |||
| BUYER: |
| |
| EAST MUD LAKE, L.L.C. |
| |
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| By: | /s/ Houdit Makabeh |
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| Houdit Makabeh |
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| Secretary |
|
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Exhibit A
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C. as Buyer,
effective as of June 1, 2022
Oil and Gas Properties
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Part I: Leases
1. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded Book/Entry |
| 3008568-001 | The Lutcher & Moore Lumber Co. | 12/7/1944 | 54/397 |
INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to the following, to wit:
| A. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana; |
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| B. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana; |
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| C. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; and |
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| D. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana. |
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| E. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
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2. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded File No. |
| 1028685 | Chevron U.S.A. Inc. | 12/5/2001 | 334491 |
INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to that certain Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
3. MOEPSI Lease No. Grantor/Lessor Effective Date Recorded Book/Entry 3008569-001 Carlyss Vincent Henry 11/17/1944 57/426 3008569-002 Heather Wetherill Dean 11/17/1944 57/433 3008569-003 Levy Vincent 11/17/1944 57/437 3008569-004 Wellington S. Vincent & Clarence Vincent 11/25/1944 57/430 3008569-005 Albert Vincent, et al. 11/17/1944 57/421 3008569-006 Etha Bell Vincent Wade & H. C. Wade 2/14/1945 58/317 3008569-007 Esther Vincent Henning 2/14/1945 58/320 3008569-008 Leonard Wing, Swinford Wing, Ira Wing, Irene Wing Ellender, D. L. Broadus, and D. F. Sanders 11/11/1946 62/331
INSOFAR AND ONLY INSOFAR as such leases cover the interest Assignor acquired pursuant to the following, to wit:
| A. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; and |
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| B. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana. |
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| C. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
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Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Part II: Wells
Well Name | Section, Township, Range | Current Formation | Well Type | API Number | State Well ID Number | Status | WI | NRI | APO WI | APO NRI |
TEPI #1 | 13-14S-11W | A-1 Lower | gas | 17023228450000 | 227687 | producing | 0.5 1 | 0.375 | 0.25 1 | 0.1752 |
Lutcher C-7 | 24-14S-11W | A-1 Lower | gas | 17023017720000 | 50748 | producing |
|
| 0.375 | 0.32421862 |
Lutcher C-7D | 24-14S-11W |
| 17023017720000 | 53383 | shut -in |
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| |
Lutcher C-3 | 24-14S-11W | 8600 | oil | 17023017710000 | 34665 | producing | 0.5 | 0.374999995 | 0.5 | 0.374999995 |
Lutcher C-3D | 24-14S-11W |
| 17023017710000 | 105022 | shut -in |
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| |
Vincent Est #3/3D | 18-14S-10W | P2/P3 | gas | 17023017490000 | 66840 71338 | shut -in | 0.5 | 0.39999987 | 0.5 | 0.39999987 |
Lutcher C-13 | 24-14S-11W | 8750 | gas | 17023205230000 | 212038 | shut -in | 0.5 | 0.374999995 | 0.5 | 0.374999995 |
Vincent Est #2 | 18-14S-10W | P3 | gas | 17023017480000 | 51999 | shut -in | 0.5 3 | 0.437499875 | 0.375 3 | 0.328125 |
Lutcher C-1 | 24-14S-11W | P2 | gas | 17023017690000 | 32434 | shut-in | 0.375 | 0.324218625 | 0.375 | 0.32421862 |
Lutcher C-1D | 24-14S-11W | P2 | gas | 17023017690000 | 106527 | shut-in |
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Lutcher C-11 | 24-14S-11W | SWD | SWD | 17023202390000 | 126049 | SWD | 0.5 |
1 | The BPO WI includes the 50% working interest relinquished by Mobil Oil Exploration & Producing Southeast Inc. (“MOEPSI”) for non-consenting operations in the TEPI #1 well. Upon payout of the non-consent penalty amount for the TEPI #1 well, the 50% working interest in such well shall automatically revert to MOEPSI. As of April 30, 2022, the balance for such non-consent penalty was $[ ]. The APO WI does reflect payout of MOEPSI’s non-consent penalty balance for the TEPI #1 well. Additionally, pursuant to that certain Joint Venture Agreement dated effective May 29, 2003, as amended, by and between Legacy Resources Co., L.P. (“Legacy”) and MOEPSI, Legacy is entitled to a 40% gross working interest in completions at productive intervals encountered above the P-1 formation, as encountered at a measured depth of 10,385’ in the Texas Company Miami Corp. #5 (13-14S-11W). |
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2 | Pursuant to that certain Oil and Gas Lease dated effective December 5, 2001 from Chevron U.S.A. Inc. (“Chevron”), as Lessor, to MOEPSI, as Lessee, upon payout of the TEPI #1 well, Chevron may elect to increase the lessor’s royalty from 25% to 30%, or assume a 25% working interest in such well. This APO NRI interest is based on Legacy’s assumption that Chevron will elect to increase the lessor’s royalty as opposed to assume a 25% working interest. If Legacy’s assumption is incorrect, then the APO WI and APO NRI for this well will need to be revised accordingly. As of April 30, 2022, Chevron’s reversionary interest payout balance was $[ ]. Upon payout of MOEPSI’s non-consent penalty for the TEPI #1 well, assuming Chevron elects to increase the lessor’s royalty, the APO NRI for the TEPI #1 well shall be 35%. |
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3 | The BPO WI includes the 25% working interest relinquished by MOEPSI for non-consenting operations in the Vincent Est #2 well. Upon payout of the non-consent penalty amount for the Vincent Est #2 well, a 25% working interest in such well shall automatically revert to MOEPSI. As of April 30, 2022, the balance for such non-consent penalty was $[ ]. The APO WI reflects payout of MOEPSI’s non-consent penalty balance for the Vincent Est #2 well. |
Note: For purposes of the Purchase and Sale Agreement, references therein to Seller’s Working Interest or Seller’s Net Revenue Interest, as set forth on Exhibit A or on Schedule 2.5, includes the matters set forth in the footnotes to Exhibit A and Schedule 2.5 and, as such, the matters set forth in those footnotes will not form the basis of a “Title Defect” or serve to diminish Seller’s “Defensible Title”, as such terms are defined in the Purchase and Sale Agreement.
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Exhibit B
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Contracts
Joint Venture/Farmout Agreements:
1. | Farmout Agreement dated August 11, 2004, effective December 5, 2001, as amended, by and between Chevron U.S.A. Inc. and Mobil Exploration & Production Southeast Inc.; |
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2. | Farmout/Participation Agreement Proposal – East Mud Lake Field Area, dated December 5, 2001, from Texaco Exploration and Production Inc. to ExxonMobil Production Company; |
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3. | Amendment to Letter of Intent – East Mud Lake Area, dated July 1, 2002, from ExxonMobil Production Company to ChevronTexaco Exploration and Production Company; |
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4. | Amendment to Letter of Intent – East Mud Lake Area, dated March 20, 2003, from ExxonMobil Production Company to Chevron U.S.A. Inc.; |
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5. | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; |
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6. | Amendment to Joint Venture Agreement – East Mud Lake Field, dated June 1, 2004, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; and |
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7. | Consent to Assign – TEPI #1, East Mud Lake, dated January 19, 2015, from Chevron U.S.A. Inc. to Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
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Assignments:
1. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana; |
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2. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana; |
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3. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; |
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4. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana; |
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5. | Assignment and Bill of Sale dated May 19, 2015, but effective December 5, 2001, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335812 of the Conveyance Book of Cameron Parish, Louisiana; |
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6. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; |
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7. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana; and |
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8. | Assignment and Bill of Sale – EM Contract No. 6004154, dated May 2, 2011, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on _______, 2018, as File No. ________ of the Conveyance Book of Cameron Parish, Louisiana. |
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9. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
Marketing/Transportation Agreements:
1. | Marketing Agency Agreement between Upstream Energy Services LLC and Petrodome Operating, LLC, dated as of November 1, 2021, and revised effective March 1, 2022. |
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Surface Rights:
1. | Sabine National Wildlife Refuge Oil and Gas Special Use Permit dated effective 8/7/2018 between U.S. Fish and Wildlife Service and Legacy Resources Co., L.P. |
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2. | Pipeline Permit dated effective August 1, 2003, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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3. | Pipeline Permit dated effective May 1, 2006, from Apache Louisiana Minerals LLC, as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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4. | Pipeline Permit dated effective July 1, 2009, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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5. | Road Access Permit dated effective January 1, 2010, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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6. | Pipeline Permit dated effective June 1, 2011, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; and |
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7. | Amendment to Pipeline Permit dated effective May 28, 2010, by and between Apache Corporation and Legacy Resources Co., L.P. |
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Compressor Rental Agreements:
1. | Agreement with J-W Power Company regarding J-W Unit #4291. |
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Schedule 4.6
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Proceedings
NONE
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Schedule 4.9
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Compliance with Laws
NONE
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Schedule 4.15
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Preferential Rights to Purchase
Well Name | PRP | Contract |
TEPI #1 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Lutcher C-1 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Lutcher C-11 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Lutcher C-13 | none |
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Lutcher C-3 | none |
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Lutcher C-7 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Vincent Est #2 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Vincent Est #3/3D | none |
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Schedule 4.17
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Production Proceeds
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Schedule 6.4
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Third Party Consents
Well Name | Third Party Consents |
TEPI #1 | Lessor/Chevron, ROW Consent with LMD Inv. L.P., Wichita Partnership, LTD, and Apache Louisiana Minerals |
Lutcher C-1 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-11 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-13 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-3 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-7 | Lessors of Lutcher Moore Lease, ROW consent with Apache Louisiana Minerals |
Vincent Est #2 | ROW Consent with LMD Inv. L.P., Wichita Partnership, LTD, and Apache Louisiana Minerals |
Vincent Est #3/3D | ROW Consent with LMD Inv. L.P., Wichita Partnership, LTD, and Apache Louisiana Minerals |
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Schedule 7.10
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Seller Bonds
Property/Well Name | Bond Number | P&A Bonding Amount Requirements from MOEPSI |
Lutcher C-7 | 7590884 | $75,000 |
Lutcher C-3 | 7613930 | $120,000 |
Vincent Est #3/3D | 7613928 | $120,000 |
Lutcher C-13 | 7613931 | $120,000 |
Vincent Est #2 | 7594021 | $75,000 |
Lutcher C-1 | 7598703 | $75,000 |
Lutcher C-11 | 7594011 | $75,000 |
-3- |
Schedule 9.1(e)
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and EAST MUD LAKE, L.L.C., as Buyer,
effective as of June 1, 2022
Form of Conveyance
ASSIGNMENT AND BILL OF SALE
PARISH OF CAMERON
STATE OF LOUISIANA
This Assignment and Bill of Sale (“Assignment”), is made this day of ______, 2022, effective as of June 1, 2022 at 7:00 a.m., local time (“Effective Date”), by and between and Petrodome Louisiana Pipeline, LLC, a Louisiana limited liability company, whose mailing address is 5800 One Perkins Place Drive, Suite 2-B, Baton Rouge, Louisiana 70808 (“Assignor”), and WPP Petro, L.L.C, a Delaware limited liability company, whose mailing address is P.O. Box 835, Pinehurst, Texas 77362 (“Assignee”).
1.
For and in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor does hereby and by these presents transfer, grant, bargain, sell, convey and assign to Assignee the following described properties, rights and interests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana (collectively the “Properties”), to-wit:
| (a) | Fifty percent (50%) all of Assignor’s right, title and interest in and to those mineral rights and properties described in Exhibit A attached hereto and made a part hereof for all purposes; |
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| (b) | Without limitation of the foregoing but subject to (a) above and less and except the Excluded Assets, as defined below, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Assignor in and to the oil, gas and other minerals in and under or that may be produced from the lands described in Exhibit A hereto (including interests in oil, gas or mineral leases covering such lands, overriding royalties, production payments, net profits interests, and similar interests, in such lands or such leases, and mineral interests, royalty interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit A or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so referred to for description), even though Assignor’s interest in such oil, gas and other minerals and mineral rights may be incorrectly described in, or omitted from, such Exhibit A; |
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(c) | Subject to (a) above, all right, title and interest of Assignor in and to, or otherwise derived from, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above; |
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(d) | Subject to (a) above, all right, title and interest of Assignor in and to all presently existing and valid production sales (and sales related) contracts, confidentiality agreements, operating agreements, equipment agreements and all other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including, without limitation, all of the contracts and agreements identified on Exhibit B hereto (collectively the “Contracts”); |
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(e) | Subject to (a) above, all right, title and interest of Assignor in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all wells identified on Exhibit A, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights‑of‑way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto); |
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(f) | All of Seller’s lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting records), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”). |
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| As used herein: (i) “Oil and Gas Properties” means the properties and interests described in paragraphs (a), (b) and (c) above, save and except for any such properties or assets that are Excluded Assets; (ii) “Properties” means the Oil and Gas Properties plus the rights, properties and interests described in paragraphs (d), (e) and (f) above, save and except for any such properties or assets that are Excluded Assets. |
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(g) | Subject to (a) above, all funds held in suspense or escrow by Assignor as of the Effective Date pertaining to production obtained from any of the properties described in paragraphs (a), (b) and (c) above, which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of production of hydrocarbons attributable to such properties prior to the Effective Date (“Suspense Funds”). |
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2.
Notwithstanding anything herein to the contrary, the Properties do not include, and there is expressly excepted and reserved from this Assignment, the following (“Excluded Assets”), to-wit:
| (a) | Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense or in escrow, except Suspense Funds, for reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date; |
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| (b) | All corporate, financial, tax (including Tax Returns) and legal (other than title) records of Seller; |
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| (c) | All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all Hydrocarbons that, at the Effective Date, are owned by Assignor and are in storage or within processing plants; |
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| (d) | Any refund of costs, taxes or expenses borne by Assignor or Assignor’s predecessors in title attributable to periods prior to the Effective Date; |
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| (e) | Any and all proceeds from the settlements of contract disputes with purchasers of hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date; |
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| (f) | All claims (including insurance claims) and causes of action of Assignor against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date; |
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| (g) | Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid or agreed to pay such fee or other consideration within one (1) year after the Closing Date, then such data, materials or information shall be transferred to Buyer and considered to be part of the Properties. This obligation will remain in effect for one (1) year after Closing; |
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| (h) | All of Assignor’s proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property; |
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| (i) | All documents and instruments of Assignor that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Properties); and |
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| (j) | All (i) correspondence or other documents or instruments of Assignor relating to the negotiation of this Agreement, (ii) lists of other prospective purchasers of Assignor (excluding a list of third parties who signed a confidentiality agreement in relation to the Properties) or the Properties compiled by Assignor, (iii) bids submitted to Assignor by other prospective purchasers of Assignor or the Properties, (iv) analyses by Assignor or any Affiliates thereof submitted by other prospective purchasers of Assignor or the Properties, and (v) correspondence between or among Assignor or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Assignor or the Properties. |
3.
This Assignment is expressly made subject to the terms and provisions of that certain Purchase and Sale Agreement, dated as of July 5, 2022, executed by and between Petrodome Louisiana Pipeline, LLC and the counterparty thereto (the “Agreement”). In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall control. Any capitalized terms used in this Assignment but not defined herein shall be as defined or shall have the meaning set forth in the Agreement. The Purchase Agreement provides, inter alia, the Assignor will retain responsibility for certain obligations, including, without limitation, obligations associated with funds required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time.
4.
This Assignment is made without warranty of title, express or implied, except as to claims by, through and under Assignor but not otherwise. This Assignment is made subject to the Contracts and Assignee assumes the obligations and liabilities of Assignor thereunder subject to, in accordance with and conditioned by all of the terms and provisions of the Agreement. Assignee agrees to comply with all of the terms and provisions of the Contracts and with all applicable governmental laws, orders and regulations.
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5.
Subject to Assignor’s representations and warranties set forth in this Assignment and in the Agreement, Assignorhereby expressly disclaims any and all representations or warranties with respect to the Properties in the following manner:
Assignee agrees that the Properties are being sold by Assignor “WHERE IS” and “AS IS”, with all faults. Specifically as a part of (but not in limitation of) the foregoing, Assignee acknowledges that Assignor has not made, and Assignor hereby expressly disclaims, any representation or warranty (express, implied, under common law, by statute or otherwise) as to the title or condition of the Properties (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AS TO (I) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER, OR ATTRIBUTABLE TO THE PROPERTIES, (II) THE PHYSICAL, OPERATING, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND SUBSURFACE, INCLUDING MATTERS RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS, SOLID WASTES, ASBESTOS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS OR (III) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE THEREOF. ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED, AS TO (A) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO ASSIGNEE IN CONNECTION WITH THE PROPERTIES OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES; (B) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES; (C) THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (D) PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS, (E) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES, (F) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (G) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR.
6.
This Assignment may be executed in any number of counterparts, each of which shall be binding on the parties or party so signing, and shall be binding upon and inure to the benefit of Assignor and Assignee, and their respective successors and assigns.
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IN WITNESS WHEREOF, this Assignment is executed by the parties on the date first above written in the presence of the undersigned competent witnesses.
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ACKNOWLEDGEMENTS
STATE OF LOUISIANA
PARISH OF __________________
On this __ day of __________, 2022 personally appeared _____________, before me, the undersigned Notary Public in and for the said County/Parish and State, the within named____________, personally known to me to be the same person whose same is subscribed to the foregoing instrument as the ____________ of Petrodome Louisiana Pipeline, LLC, and acknowledged that he, being thereunto duly authorized, signed and delivered said instrument as the voluntary act and deed of said limited liability company on the date and year therein mentioned.
Given under my hand and official seal as of the date and year last above written.
| _________________________________ Notary Public My Commission expires on ___________ Notary Identification No. _____________ |
STATE OF _______________
PARISH/COUNTY OF ____________________
On this __ day of __________, 2022 personally appeared________________, before me, the undersigned Notary Public in and for the said County/Parish and State, the within named______________, personally known to me to be the same person whose same is subscribed to the foregoing instrument as the _______________ of EAST MUD LAKE, L.L.C., and acknowledged that he, being thereunto duly authorized, signed and delivered said instrument as the voluntary act and deed of said limited liability company on the date and year therein mentioned.
Given under my hand and official seal as of the date and year last above written.
| _________________________________ Notary Public My Commission expires on ___________ |
-10- |
Exhibit A
to Assignment and Bill of Sale,
between Petrodome Louisiana Pipeline, LLC, as Assignor,
and EAST MUD LAKE, L.L.C., as Assignee,
effective as of June 1, 2022
Part I: Leases
1. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded Book/Entry |
3008568-001 | The Lutcher & Moore Lumber Co. | 12/7/1944 | 54/397 |
INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to the following, to wit:
| F. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana; |
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| G. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana; |
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| H. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; and |
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| I. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana. |
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| J. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
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2. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded File No. |
| 1028685 | Chevron U.S.A. Inc. | 12/5/2001 | 334491 |
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INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to that certain Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
3. MOEPSI Lease No. Grantor/Lessor Effective Date Recorded Book/Entry 3008569-001 Carlyss Vincent Henry 11/17/1944 57/426 3008569-002 Heather Wetherill Dean 11/17/1944 57/433 3008569-003 Levy Vincent 11/17/1944 57/437 3008569-004 Wellington S. Vincent & Clarence Vincent 11/25/1944 57/430 3008569-005 Albert Vincent, et al. 11/17/1944 57/421 3008569-006 Etha Bell Vincent Wade & H. C. Wade 2/14/1945 58/317 3008569-007 Esther Vincent Henning 2/14/1945 58/320 3008569-008 Leonard Wing, Swinford Wing, Ira Wing, Irene Wing Ellender, D. L. Broadus, and D. F. Sanders 11/11/1946 62/331
INSOFAR AND ONLY INSOFAR as such leases cover the interest Assignor acquired pursuant to the following, to wit:
| D. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; and |
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| E. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana. |
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| F. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
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Part II: Wells
Well Name | Section, Township, Range | Current Formation | Well Type | API Number | State Well ID Number | Status |
TEPI #1 | 13-14S-11W | A-1 Lower | gas | 17023228450000 | 227687 | producing |
Lutcher C-7 | 24-14S-11W | A-1 Lower | gas | 17023017720000 | 50748 | producing |
Lutcher C-7D | 24-14S-11W |
| 17023017720000 | 53383 | shut -in | |
Lutcher C-3 | 24-14S-11W | 8600 | oil | 17023017710000 | 34665 | producing |
Lutcher C-3D | 24-14S-11W |
| 17023017710000 | 105022 | shut -in | |
Vincent Est #3/3D | 18-14S-10W | P2/P3 | gas | 17023017490000 | 66840 71338 | shut -in |
Lutcher C-13 | 24-14S-11W | 8750 | gas | 17023205230000 | 212038 | shut -in |
Vincent Est #2 | 18-14S-10W | P3 | gas | 17023017480000 | 51999 | shut -in |
Lutcher C-1 | 24-14S-11W | P2 | gas | 17023017690000 | 32434 | shut-in |
Lutcher C-1D | 24-14S-11W | P2 | gas | 17023017690000 | 106527 | shut-in |
Lutcher C-11 | 24-14S-11W | SWD | SWD | 17023202390000 | 126049 | SWD |
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Exhibit B
to Assignment and Bill of Sale,
between Petrodome Louisiana Pipeline, LLC, as Assignor,
and EAST MUD LAKE, L.L.C., as Assignee,
effective as of June 1, 2022
Contracts
Joint Venture/Farmout Agreements:
8. | Farmout Agreement dated August 11, 2004, effective December 5, 2001, as amended, by and between Chevron U.S.A. Inc. and Mobil Exploration & Production Southeast Inc.; |
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9. | Farmout/Participation Agreement Proposal – East Mud Lake Field Area, dated December 5, 2001, from Texaco Exploration and Production Inc. to ExxonMobil Production Company; |
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10. | Amendment to Letter of Intent – East Mud Lake Area, dated July 1, 2002, from ExxonMobil Production Company to ChevronTexaco Exploration and Production Company; |
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11. | Amendment to Letter of Intent – East Mud Lake Area, dated March 20, 2003, from ExxonMobil Production Company to Chevron U.S.A. Inc.; |
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12. | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; |
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13. | Amendment to Joint Venture Agreement – East Mud Lake Field, dated June 1, 2004, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; and |
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14. | Consent to Assign – TEPI #1, East Mud Lake, dated January 19, 2015, from Chevron U.S.A. Inc. to Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Assignments:
10. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana; |
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11. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana; |
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12. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; |
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13. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana; |
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14. | Assignment and Bill of Sale dated May 19, 2015, but effective December 5, 2001, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335812 of the Conveyance Book of Cameron Parish, Louisiana; |
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15. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; |
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16. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana; and |
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17. | Assignment and Bill of Sale – EM Contract No. 6004154, dated May 2, 2011, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on _______, 2018, as File No. ________ of the Conveyance Book of Cameron Parish, Louisiana. |
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18. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
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Marketing/Transportation Agreements:
2. | Marketing Agency Agreement between Upstream Energy Services LLC and Petrodome Operating, LLC, dated as of November 1, 2021, and revised effective March 1, 2022. |
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Surface Rights:
8. | Sabine National Wildlife Refuge Oil and Gas Special Use Permit dated effective 8/7/2018 between U.S. Fish and Wildlife Service and Legacy Resources Co., L.P. |
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9. | Pipeline Permit dated effective August 1, 2003, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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10. | Pipeline Permit dated effective May 1, 2006, from Apache Louisiana Minerals LLC, as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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11. | Pipeline Permit dated effective July 1, 2009, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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12. | Road Access Permit dated effective January 1, 2010, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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13. | Pipeline Permit dated effective June 1, 2011, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; and |
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14. | Amendment to Pipeline Permit dated effective May 28, 2010, by and between Apache Corporation and Legacy Resources Co., L.P. |
Compressor Rental Agreements:
Agreement with J-W Power Company regarding J-W Unit #4291.
-16- |
EXHIBIT 2.8
PURCHASE AND SALE AGREEMENT
between
Petrodome Louisiana Pipeline, LLC
(“Seller”)
and
WPP PETRO, L.L.C.
(“Buyer”)
June 1, 2022
(“Effective Date”)
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Table of Contents
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ARTICLE I PROPERTIES TO BE SOLD AND PURCHASED |
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Section 1.1. | Assets Included |
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Section 1.2. | Assets Excluded |
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ARTICLE II PURCHASE PRICE |
| 4 |
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Section 2.1. | Purchase Price |
| 4 |
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Section 2.2. | Accounting Adjustments |
| 4 |
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Section 2.3. | Closing and Post-Closing Accounting Settlements |
| 5 |
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Section 2.4. | Payment of Adjusted Purchase Price |
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Section 2.5. | Allocation of Purchase Price |
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ARTICLE III CLOSING |
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER |
| 6 |
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Section 4.1. | Organization and Existence |
| 6 |
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Section 4.2. | Power and Authority |
| 6 |
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Section 4.3. | Valid and Binding Agreement |
| 6 |
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Section 4.4. | Non-Contravention |
| 7 |
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Section 4.5. | Approvals |
| 7 |
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Section 4.6. | Pending Litigation |
| 7 |
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Section 4.7. | Contracts |
| 7 |
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Section 4.8. | Payment of Expenses |
| 7 |
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Section 4.9. | Compliance with Laws |
| 8 |
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Section 4.10. | Prepayments; Imbalances |
| 8 |
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Section 4.11. | Intellectual Property |
| 8 |
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Section 4.12. | Taxes |
| 8 |
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Section 4.13. | Fees and Commissions |
| 9 |
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Section 4.14. | Commitments or Proposals |
| 9 |
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Section 4.15. | Preferential Rights to Purchase |
| 9 |
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Section 4.18. | Warranty of Title |
| 9 |
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Section 4.17. | Production Proceeds |
| 9 |
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Section 4.18 | Breach on Date Hereof |
| 11 |
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ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER |
| 9 |
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Section 5.1. | Organization and Existence |
| 9 |
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Section 5.2. | Power and Authority |
| 10 |
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Section 5.3. | Valid and Binding Agreement |
| 10 |
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Section 5.4. | Non-Contravention |
| 10 |
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Section 5.5. | Approvals |
| 10 |
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Section 5.6. | Pending Litigation |
| 10 |
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Section 5.7. | Knowledgeable Purchaser |
| 11 |
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Section 5.8. | Funds |
| 11 |
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Section 5.9. | Fees and Commissions |
| 11 |
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Section 5.10 | Ability to Own and Operate Oil and Gas Properties |
| 12 |
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Section 5.11 | Breach on Date Hereof |
| 12 |
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ARTICLE VI CERTAIN COVENANTS OF SELLER PENDING CLOSING |
| 11 |
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Section 6.1. | Access to Files |
| 11 |
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Section 6.2. | Operation of the Properties and Material Elections |
| 11 |
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Section 6.3. | Payment of Expenses |
| 12 |
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Section 6.4. | Third Party Consents |
| 12 |
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Section 6.5 | Preferential Rights |
| 13 |
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ARTICLE VII ADDITIONAL AGREEMENTS OF THE PARTIES |
| 13 |
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Section 7.1. | Efforts |
| 13 |
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Section 7.2. | Notice of Litigation |
| 13 |
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Section 7.3. | Notification of Certain Matters |
| 13 |
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Section 7.4. | Fees and Expenses |
| 14 |
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Section 7.5. | Public Announcements |
| 14 |
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Section 7.6. | Casualty Loss Prior to Closing |
| 14 |
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Section 7.7. | Records |
| 14 |
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Section 7.8. | Further Assurances |
| 14 |
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Section 7.9. | Assumption of Obligations |
| 14 |
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Section 7.10 | Release of Seller Bonds |
| 15 |
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ARTICLE VIII DUE DILIGENCE EXAMINATION |
| 14 |
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Section 8.1. | Title Due Diligence Examination |
| 14 |
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Section 8.2. | Environmental Due Diligence Examination |
| 17 |
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Section 8.3. | Adjustments to Purchase Price for Title Defects and Environmental Defects |
| 19 |
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Section 8.4. | Buyer Indemnification |
| 20 |
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ARTICLE IX CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES |
| 21 |
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Section 9.1. | Conditions Precedent to the Obligations of Buyer |
| 21 |
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Section 9.2. | Conditions Precedent to the Obligations of Seller |
| 21 |
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Section 9.3 | Closing Obligations |
| 24 |
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ARTICLE X TERMINATION, AMENDMENT AND WAIVER |
| 22 |
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Section 10.1. | Termination |
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Section 10.2. | Effect of Termination |
| 23 |
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Section 10.3. | Amendment |
| 24 |
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Section 10.4. | Waiver |
| 24 |
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ARTICLE XI SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION |
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Section 11.1. | Survival |
| 24 |
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Section 11.2 | Seller's Indemnification Obligations |
| 25 |
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Section 11.3 | Buyer's Indemnification Obligations |
| 25 |
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Section 11.4 | Indemnification Proceedings |
| 25 |
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Section 11.5 | Indemnification Exclusive Remedy |
| 26 |
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Section 11.6 | Limited to Actual Damages |
| 26 |
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Section 11.7 | Indemnification Despite Negligence |
| 26 |
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ARTICLE XII MISCELLANEOUS MATTERS |
| 27 |
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Section 12.1. | Resolution of Disputes |
| 27 |
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Section 12.2. | Notices |
| 29 |
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Section 12.3. | Entire Agreement |
| 30 |
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Section 12.4. | Injunctive Relief |
| 30 |
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Section 12.5. | Binding Effect; Assignment; No Third Party Benefit |
| 30 |
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Section 12.6. | Severability |
| 31 |
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Section 12.7. | GOVERNING LAW |
| 31 |
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Section 12.8. | Counterparts |
| 31 |
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Section 12.09 | Disclaimer of Warranties |
| 31 |
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ARTICLE XIII DEFINITIONS AND REFERENCES |
| 32 |
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Section 13.1. | Certain Defined Terms |
| 32 |
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Section 13.2. | Certain Additional Defined Terms |
| 35 |
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Section 13.3. | References, Titles and Construction |
| 36 |
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Exhibits and Schedules:
| Exhibit A: | Oil and Gas Properties |
| Exhibit B: | Contracts |
| Schedule 4.6: | Proceedings |
| Schedule 4.9: | Compliance with Laws |
| Schedule 4.15: | Preferential Rights to Purchase |
| Schedule 4.17: | Production Proceeds in Suspense |
| Schedule 6.4: | Third Party Consents |
| Schedule 7.10: | Seller Bonds |
| Schedule 9.1(e): | Form of Conveyance |
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) dated as of July 5, 2022, is made by and between Petrodome Louisiana Pipeline, LLC, a Louisiana limited liability company ("Seller"), and WPP Petro, L.L.C., a Delaware limited liability company ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller desires to sell, assign and convey to Buyer, and Buyer desires to purchase and accept from Seller, the oil and gas properties and related assets described more particularly herein; and
WHEREAS, Seller and Buyer deem it in their mutual best interests to execute and deliver this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, Seller and Buyer do hereby agree as follows:
ARTICLE I
PROPERTIES TO BE SOLD AND PURCHASED
Section 1.1. Assets Included. Subject to Section 1.2, Seller agrees to sell and Buyer agrees to purchase, for the consideration hereinafter set forth, and subject to the terms and provisions herein contained, the following described properties, rights and interests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana:
(a) Fifty percent (50%) of Seller's right, title and interest in and to those mineral rights and properties described in Exhibit A attached hereto and made a part hereof for all purposes;
(b) Without limitation of the foregoing but subject to Section 1.2 and subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all other rights, title and interests (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Seller in and to the oil, gas and other minerals in and under or that may be produced from the lands described in Exhibit A hereto (including interests in oil, gas or mineral leases covering such lands, overriding royalties, production payments, net profits interests, and similar interests, in such lands or such leases, and mineral interests, royalty interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit A or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so referred to for description), even though Seller's interest in such oil, gas and other minerals and mineral rights may be incorrectly described in, or omitted from, such Exhibit A;
(c) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), of all right, title and interest of Seller in and to, or otherwise derived from, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
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(d) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all right, title and interest of Seller in and to all presently existing and valid production sales (and sales related) contracts, assignments, transfers, operating agreements, equipment rental agreements and all other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the acquisition, exploration, development, operation, or maintenance of the Properties, including, without limitation, all the contracts, agreements, instruments, or other documents related to the Properties described in (e) below, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including, without limitation, all of the contracts and agreements identified on Exhibit B hereto (collectively the “Contracts”);
(e) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all right, title and interest of Seller in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all wells identified on Exhibit A, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights‑of‑way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(f) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), a copy of all of Seller's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting records), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”);
(g) Subject to the percentage of the Seller’s interest being sold pursuant to Subsection 1.1(a), all funds held in suspense or escrow by Seller as of the Effective Date pertaining to production obtained from any of the properties described in paragraphs (a), (b) and (c) above, which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of production of Hydrocarbons attributable to such properties prior to the Effective Date (“Suspense Funds”).
As used herein: (i) "Oil and Gas Properties" (each an “Oil and Gas Property”) means the properties and interests described in paragraphs (a), (b) and (c) above, save and except for any such properties or assets that are Excluded Assets; (ii) "Properties" (each a “Property”) means the Oil and Gas Properties plus the rights, properties and interests described in paragraphs (d), (e), (f) and (g) above, save and except for any such properties or assets that are Excluded Assets.
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Section 1.2. Assets Excluded. Notwithstanding anything herein contained to the contrary, the Properties do not include, and there is hereby excepted and reserved unto Seller, the following:
(a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense or in escrow, except Suspense Funds, for reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date;
(b) All corporate, financial, tax (including Tax Returns) and legal (other than title) records of Seller;
(c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all Hydrocarbons that, at the Effective Date, are owned by Seller and are in storage or within processing plants;
(d) Any refund of costs, taxes or expenses borne by Seller or Seller's predecessors in title attributable to periods prior to the Effective Date;
(e) Any and all proceeds from the settlements of contract disputes with purchasers of Hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date;
(f) All claims (including insurance claims) and causes of action of Seller against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date;
(g) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid or agreed to pay such fee or other consideration within one (1) year after the Closing Date, then such data, materials or information shall be transferred to Buyer and considered to be part of the Properties. This obligation will remain in effect for one (1) year after Closing;
(h) All of Seller's proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;
(i) All documents and instruments of Seller that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Oil and Gas Properties); and
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(j) All (i) correspondence or other documents or instruments of Seller relating to the negotiation of this Agreement, (ii) lists of other prospective purchasers (including a list of third parties who signed a confidentiality agreement in relation to the Properties) of the Properties compiled by Seller, (iii) bids submitted to Seller by other prospective purchasers of the Properties, (iv) analyses by Seller or any Affiliates thereof submitted by other prospective purchasers of the Properties, and (v) correspondence between or among Seller or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of the Properties.
The properties and interests specified in the foregoing paragraphs (a) through (j) of this Section 1.2 are herein collectively called the "Excluded Assets".
ARTICLE II
PURCHASE PRICE
Section 2.1. Purchase Price. The net purchase price (the “Purchase Price”) for the Assets shall be seventy five thousand dollars ($75,000).
Section 2.2. Accounting Adjustments.
(a) Subject to Sections 2.2(b) and 2.3, appropriate adjustments shall be made between Buyer and Seller so that:
(i) all expenses net to Seller’s interest (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties after the Effective Date will be borne by Buyer, and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced from the Oil and Gas Properties after the Effective Date and any Suspense Funds will be received by Buyer; and
(ii) all expenses (including all drilling costs, all capital expenditures, and all overhead charges under applicable operating agreements, and all other overhead charges actually charged by third parties) for work done in the operation of the Properties before the Effective Date will be borne by Seller and all net proceeds (net of applicable transportation, processing and gathering fees, royalties, overriding royalties, production taxes, severance taxes, ad valorem taxes and other burdens and taxes on production) from the sale of oil, gas or other minerals produced therefrom before the Effective Date will be received by Seller; and
(iii) an amount equal to the sum of any upward or downward adjustments provided elsewhere in this Agreement (including Article VIII) or any other adjustments agreed to in writing by Buyer and Seller will be, as appropriate, added to or deducted from the Purchase Price at Closing.
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(b) For purposes of making the adjustments contemplated by Section 2.2(a):
(i) oil which was produced from the Oil and Gas Properties and which was, on the Effective Date, stored in tanks located on the Oil and Gas Properties (or located elsewhere but used to store oil produced from the Oil and Gas Properties prior to delivery to oil purchasers) and above pipeline connections shall be deemed to have been produced before the Effective Date. This oil will be valued at Seller’s June 1, 2022 weighted average sales price for like production from the Oil and Gas Properties;
(ii) ad valorem taxes assessed with respect to a period which the Effective Date splits shall be prorated based on the number of days in such period which fall on each side of the Effective Date (with the day on which the Effective Date falls being counted in the period after the Effective Date); and
(iii) no consideration shall be given to the local, state or federal income tax liabilities of any party.
Section 2.3. Closing and Post-Closing Accounting Settlements.
(a) Five (5) Business Days before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceeds the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess.
(b) On or before ninety (90) days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.2, shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments shall be made under this Agreement.
Section 2.4. Payment of Adjusted Purchase Price.
The Adjusted Purchase Price shall be paid to Seller as follows:
(a) At Closing, Buyer shall pay to Seller cash equal to the Adjusted Purchase Price.
(b) All cash payments by Buyer to Seller pursuant to this Section 2.4 shall be made in immediately available funds by confirmed wire transfer to a bank account designated in writing by Seller to Buyer.
Section 2.5. Allocation of Purchase Price. The Purchase Price shall be allocated among the Oil and Gas Properties as set forth by the parties in writing on or before Closing.
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ARTICLE III
CLOSING
The closing of the transactions contemplated hereby ("Closing") shall take place (i) at the offices of Seller’s counsel at 10:00 a.m. (local time) on the later of: (i) August 1, 2022; or (ii) 15 calendar days following the date on which the preferential rights to purchase with respect to the Assets, as specified on Schedule 4.15 of this Agreement, have been waived or deemed to be have been waived (the “Preferential Right Waiver(s)”), or (ii) at such other time or place or on such other date as the parties hereto shall agree to in writing. The date on which the Closing is required to take place is herein referred to as the "Closing Date". All Closing transactions shall be deemed to have occurred simultaneously.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer that as of the date of this Agreement and the Closing Date the following are true and correct:
Section 4.1. Organization and Existence. Seller is a limited partnership duly formed and validly existing under the laws of the State of Indiana.
Section 4.2. Power and Authority. Seller has all requisite limited partnership power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Seller of this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited partnership or partner action of Seller.
Section 4.3. Valid and Binding Agreement. This Agreement has been duly executed and delivered by Seller and constitutes, and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
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Section 4.4. Non-Contravention. Other than requirements (if any) that there be obtained consents to assignment and, as applicable, waivers of preferential rights to purchase, from third parties, neither the execution, delivery, and performance by Seller of this Agreement and each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party nor the consummation by it of the transactions contemplated hereby and thereby do and will (a) conflict with or result in a violation of any provision of Seller's Governing Documents (as defined hereafter), (b) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage or indenture, or any material lease, contract, agreement, or other instrument or obligation to which Seller is a party or by which Seller or any of its properties may be bound, (c) result in the creation or imposition of any lien or other encumbrance upon the properties of Seller, or (d) violate any Applicable Law (as defined below) binding upon Seller, except, in the instance of clause (b) or clause (d) above, for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not, individually or in the aggregate, have a Material Adverse Effect.
Section 4.5. Approvals. Other than requirements (if any) that there be obtained consents to assignment and, as applicable, waivers of preferential rights to purchase, from third parties, no consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by Seller in connection with the execution, delivery, or performance by Seller of this Agreement, each other agreement, instrument, or document executed or to be executed by Seller in connection with the transactions contemplated hereby to which it is a party or the consummation by it of the transactions contemplated hereby and thereby, except for such consents, approvals, orders, authorizations, declarations, filings or registrations which, if not obtained or made (as applicable), would not, individually or in the aggregate, have a Material Adverse Effect, as defined below.
Section 4.6. Pending Litigation. Except to the extent set forth on Schedule 4.6, there are no Proceedings pending or, to Seller's Knowledge, threatened against Seller in connection with its ownership of the Properties (including any actions challenging or pertaining to Seller's title to any of the Properties), or affecting the execution and delivery of this Agreement by Seller or the consummation of the transactions contemplated hereby by Seller.
Section 4.7. Contracts. The Contracts identified on Exhibit B reflect all contracts or agreements that may have a material effect on the use and operation of the Properties.
Section 4.8. Payment of Expenses. To Seller’s Knowledge, all expenses (including all bills for labor, materials and supplies used or furnished for use in connection with the Properties, and all applicable transportation, processing and gathering fees, royalties, overriding royalties, production, severance, ad valorem and other burdens and taxes on production) relating to the ownership or operation by Seller of the Properties and for which Seller has received an invoice, have been, and are being, paid (timely, and before the same become delinquent) by Seller, except such expenses and taxes as are disputed in good faith by Seller and for which an adequate accounting reserve has been established by Seller. To Seller's Knowledge, Seller is not delinquent with respect to its obligations to bear costs and expenses relating to the development and operation of the Oil and Gas Properties.
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Section 4.9. Compliance with Laws. To Seller’s knowledge, except as set forth on Schedule 4.9, Seller’s operation of the Oil and Gas Properties has been in compliance with all Applicable Laws, except for such non-compliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Section 4.10. Prepayments; Imbalances. Seller is not obligated by virtue of a take or pay or other prepayment arrangement to deliver Hydrocarbons, or proceeds from the sale thereof, attributable to the Oil and Gas Properties at some future time without receiving payment therefor at or after the time of delivery. To Seller’s knowledge, no production or pipeline imbalances exist with respect to Seller’s interest in the Oil and Gas Properties.
Section 4.11. Intellectual Property. Seller owns or has valid licenses or other rights to use all patents, copyrights, trademarks, software, databases, geological data, geophysical data, engineering data, maps, interpretations and other technical information used by Seller in connection with its ownership of the Oil and Gas Properties, subject to the limitations contained in the agreements governing the use of the same.
Section 4.12. Taxes.
(a) All ad valorem, property, production, severance and similar taxes due and owing by Seller based upon or measured by the ownership of Hydrocarbons from the Properties through the year 2021 have been paid, except as to any such taxes that are only payable upon receipt of a tax bill and such bill for the year 2021 has not been received by Seller.
(b) With respect to all Taxes related to the Properties, (i) all Tax Returns relating to the Properties required to be filed on or before the date hereof by Seller with respect to any Taxes for any period ending on or before the date hereof have been timely filed with the appropriate Governmental Entity, (ii) such Tax Returns are true and correct in all material respects, and (iii) all Taxes reported on such Tax Returns have been paid, except those being contested in good faith and disclosed to Buyer in writing.
(c) With respect to all Taxes related to the Properties (i) there are not currently in effect any extension or waiver by Seller of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax related to the Properties and (ii) there are no administrative proceedings or lawsuits pending against the Properties or Seller with respect to the Properties by any taxing authority. Seller has no knowledge of any pending administrative proceedings or claims against Seller from any applicable taxing authority for assessment of Taxes with respect to the Properties.
Section 4.13. Fees and Commissions. Except for a commission due to RedOaks to be paid by the Seller on closing of this transaction, no broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller for which Buyer shall have any responsibility whatsoever.
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Section 4.14. Commitments or Proposals. Seller has incurred no expenses, and has made no commitments to make expenditures, in connection with the ownership or operation of the Properties after the Effective Date, other than routine expenses incurred in the normal operation of existing wells on the Oil and Gas Properties in accordance with generally accepted practices in the oil and gas industry; and no proposals are currently outstanding by Seller to drill additional wells, or to deepen, plugback or rework existing wells, or to conduct other operations for which consent is required under the applicable operating agreement, or to conduct any other operations other than normal operation of existing wells on the Oil and Gas Properties, or to abandon any wells on the Oil and Gas Properties.
Section 4.15. Preferential Rights to Purchase. To Seller’s knowledge, except as set forth onSchedule 4.15no preferential rights to purchase the Properties exist in favor of any third party.
Section 4.16. Warranty of Title. Seller will convey the Properties with a special or limited warranty of title as to claims by, through, and under Seller, but not otherwise.
Section 4.17. Production Proceeds. All proceeds of production attributable to the Oil and Gas Properties are currently being paid directly to Seller or its authorized agents without the furnishing of indemnity, other than normal and customary warranties contained in the division orders, transfer orders or gas sale contracts, and except as set forth onSchedule 4.17, no portion of such proceeds are being held in suspense.
Section 4.18. Breach on Date Hereof. As of the date of this Agreement, Seller has no knowledge of any breach by Buyer of any of its representations and warranties contained in this Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller that the following are true and correct:
Section 5.1. Organization and Existence. Buyer is a limited liability company duly organized or formed, legally existing and in good standing under the laws of its state of formation, and is qualified to do business in the State of Louisiana.
Section 5.2. Power and Authority. Buyer has full power and authority to execute, deliver, and perform this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action of Buyer.
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Section 5.3. Valid and Binding Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes, and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against it in accordance with their respective terms, except that such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.
Section 5.4. Non-Contravention. The execution, delivery, and performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party and the consummation by it of the transactions contemplated hereby and thereby do not and will not (a) conflict with or result in a violation of any provision of Buyer's Governing Documents, (b) conflict with or result in a violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to any right of termination, cancellation, or acceleration under, any bond, debenture, note, mortgage, indenture, lease, contract, agreement, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties may be bound, (c) result in the creation or imposition of any lien or other encumbrance upon the properties of Buyer, or (d) violate any Applicable Law binding upon Buyer.
Section 5.5. Approvals. No consent, approval, order, or authorization of, or declaration, filing, or registration with, any court or governmental agency or of any third party is required to be obtained or made by Buyer in connection with the execution, delivery, or performance by Buyer of this Agreement and each other agreement, instrument, or document executed or to be executed by Buyer in connection with the transactions contemplated hereby to which it is a party or the consummation by it of the transactions contemplated hereby and thereby.
Section 5.6. Pending Litigation. There are no Proceedings pending or, to Buyer's Knowledge, threatened against or affecting the execution and delivery of this Agreement by Buyer or the consummation of the transactions contemplated hereby by Buyer.
Section 5.7. Knowledgeable Purchaser. Buyer is a knowledgeable purchaser, owner and operator of oil and gas properties, has the ability to evaluate (and in fact has evaluated) the Properties for purchase, and is acquiring the Properties for its own account and not with the intent to make a distribution within the meaning of the Securities Act (and the rules and regulations pertaining thereto) or a distribution thereof in violation of any other applicable securities laws. In making the decision to enter into this Agreement and to consummate the transactions contemplated herby, Buyer has relied on its own independent due diligence investigation of the Properties, and has been advised by and has relied on its own expertise and legal, land, tax, reservoir engineering, and other professional counsel concerning this transaction, in reviewing the Properties and in determining the value thereof.
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Section 5.8. Funds. At the Closing the Buyer will have sufficient cash and other sources of immediately available funds, as are as are necessary in order to pay the Adjusted Purchase Price to Seller at the Closing and otherwise consummate the transactions contemplated hereby.
Section 5.9. Fees and Commissions. No broker, investment banker, financial advisor or other Person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer for which Seller shall have any responsibility whatsoever.
Section 5.10.Ability to Own and Operate the Oil and Gas Properties. Buyer and/or its Affiliate is able to succeed Seller as the owner and operator of the Oil and Gas Properties including, without limitation, any leases or rights granted by the State of Louisiana.
Section 5.11.Breach on Date Hereof. As of the date of this Agreement, Buyer has no knowledge of any breach by Seller of any of its representations and warranties contained in this Agreement.
ARTICLE VI
CERTAIN COVENANTS OF SELLER PENDING CLOSING
Section 6.1. Access to Files. From the date hereof until Closing, Seller will give Buyer, and its attorneys and other representatives, access at all reasonable times (including weekends and holidays) to the Records. Seller shall not be obligated to provide Buyer with access to any records or data which Seller cannot provide to Buyer without, in its opinion, breaching confidentiality agreements with other parties. All information obtained by Buyer shall be maintained in strict confidence, for use solely in connection with its evaluation of the Properties, and shall not be disclosed to any other party without Seller's prior written consent.
Section 6.2. Operation of the Properties and Material Elections. Seller will continue the operation of the Properties in the ordinary course of its business (or, where Seller is not the operator of a Property, will continue its actions as a non-operator in the ordinary course of its business), and will not sell or otherwise dispose of any portion of the Properties, except for sales or other dispositions of (i) Hydrocarbons in the ordinary course of business after production, or (ii) equipment and other personal property or fixtures in the ordinary course of business where the same has become obsolete, is otherwise no longer useful for the operation of the Properties, or is replaced by an item or items of at least equal suitability. Should Seller receive (or desire to make) any proposals to drill additional wells on the Properties, or to conduct other non-emergency operations which require consent of non-operators under the applicable operating agreement, it will notify Buyer of, and consult with Buyer concerning, such proposals, and (i) will not consent to any single operation exceeding $100,000 in cost (net to Seller's interest) without the consent of Buyer, which such consent will not be unreasonably withheld and (ii) will not decline or be deemed to have declined to participate in any proposed operation for which a non-consent penalty or any other penalty could be payable without Buyer’s prior express written consent. If such proposed operation does not exceed $100,000 (net to Seller's interest) any decisions with respect to such proposal shall be made by Seller in its sole discretion, so long as the decisions are made in the ordinary course of business. In addition, before the Closing Date, Seller will not, without Buyer's prior consent, enter into any material contract or agreement binding upon all or a portion of the Properties, or modify any existing production sales contracts or enter into any new production sales contracts.
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Section 6.3. Payment of Expenses. Seller will pay timely all expenses relating to its ownership interest in the Properties for which it receives a bill or invoice prior to the Closing Date, except for expenses disputed by Seller in good faith. In addition, for all business activities prior to Closing, including, without limitation, the filing of state reports, payment of royalty owners, payment of Taxes, and other business activities in the normal course of business, Seller shall timely file all documents required under Applicable Law and timely pay all royalties, overriding royalties and other burdens and Taxes in the ordinary course of business.
Section 6.4. Third Party Consents. Before Closing, Seller, with Buyer’s cooperation, will obtain and deliver to Buyer in writing all necessary consents to assign or transfer the Properties, including, without limitation, those required under the Contracts and any other contracts, instruments or documents pertaining to the Properties, except for such consents from a Governmental Entity that are customarily obtained subsequent to the closing of a transaction. The form of any such necessary consents shall be mutually agreed to by Seller and Buyer. Such consents shall include, at minimum, the consents that are identified on Schedule 6.4attached hereto.
Section 6.5Preferential Rights. Promptly upon execution of this Agreement, Seller will request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), waivers of the preferential rights to purchase which are identified on Schedule 4.15attached hereto. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller shall have no obligation to assure that such waivers are obtained), and if all such waivers (or any other waivers of preferential rights to purchase, even if the same are not listed on such Schedule 4.15)are not obtained and the holder of such preferential right purchase has elected to purchase, Buyer may treat any waiver which is not obtained and serves as an election to purchase as a matter which causes Seller's title to not be sufficient to meet the standards set forth in Article VIII; provided, however, that if the unobtained waiver is an election by the holder of the preferential right to purchase, Seller will tender the required interest in the Property affected by such un waived preferential right to purchase to the holder, or holders, of such right who have elected to purchase upon receipt of an appropriate allocation of the Purchase Price from such holder, or holders, and if, and to the extent that, such preferential right to purchase is exercised by such holder or holders, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be reduced by the amount paid, or to be paid, by the holder or holders exercising such preferential right to purchase.
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ARTICLE VII
ADDITIONAL AGREEMENTS OF THE PARTIES
Section 7.1. Efforts. Each party hereto agrees that it will not voluntarily undertake any course of action inconsistent with the provisions or intent of this Agreement and will use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things reasonably necessary, proper, or advisable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) cooperation in determining whether any consents, approvals, orders, authorizations, waivers, declarations, filings, or registrations of or with any Governmental Entity or third party are required in connection with the consummation of the transactions contemplated hereby; (ii) reasonable efforts to obtain any such consents approvals, orders, authorizations, and waivers and to effect any such declarations, filings, and registrations; (iii) reasonable efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby; (iv) reasonable efforts to defend, and cooperation in defending, all Proceedings challenging this Agreement or the consummation of the transactions contemplated hereby; and (v) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.
Section 7.2. Notice of Litigation. Until Closing, (i) Buyer, upon learning of the same, shall promptly notify Seller of any Proceeding which is commenced or threatened against Buyer and which affects this Agreement or the transactions contemplated hereby and (ii) Seller, upon learning of the same, shall promptly notify Buyer of any Proceeding which is commenced or threatened against Seller which affects this Agreement or the transactions contemplated hereby.
Section 7.3. Notification of Certain Matters. Seller shall give prompt notice to Buyer of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty made by Seller in Article IV to be untrue or inaccurate at or prior to the Closing and (ii) any failure of Seller to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Seller hereunder prior to Closing. Buyer shall give prompt notice to Seller of: (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in Article V to be untrue or inaccurate at or prior to the Closing, and (ii) any failure of Buyer to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Buyer hereunder prior to Closing. The delivery of any notice pursuant to this Section shall not be deemed to: (x) modify the representations or warranties under this Agreement of the party delivering such notice, (y) modify the conditions set forth in Article X or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Section 7.4. Fees and Expenses. All fees and expenses incurred in connection with this Agreement by Seller will be borne by and paid by Seller. All fees and expenses incurred in connection with this Agreement by Buyer will be borne by and paid by Buyer.
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Section 7.5. Public Announcements. Prior to the Closing, neither Buyer, on the one hand, nor Seller, on the other hand, may issue any press release or otherwise make any statement to the public generally with respect to this Agreement or the transactions contemplated hereby without the prior consent of the other party, except as required by law.
Section 7.6. Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to the Properties after the Effective Date and prior to Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall mutually otherwise agree) in such event as to each such Property so damaged an amount equal to the damage to such Property but not in excess of fifty percent (50%) of the allocated value set forth in Schedule 2.5 for such Property, shall be treated as a reduction to the Purchase Price.
Section 7.7. Records. At or promptly after Closing (but in any event within ten Business Days after the Closing), Seller shall deliver all Records pertaining to the Properties that are in Seller's possession, custody or control.
Section 7.8. Further Assurances. After Closing, Seller shall execute and deliver, and shall otherwise cause to be executed and delivered, from time to time, such further instruments, notices, division orders, transfer orders and other documents, and do such other and further acts and things, as may be reasonably necessary to more fully and effectively grant, convey and assign the Properties to Buyer.
Section 7.9. Assumption of Obligations. At Closing, Buyer shall assume and agree to pay, perform and discharge the Assumed Obligations.
Section 7.10.Release of Seller Bonds. Reference is made to the performance bonds identified on Schedule 7.10 hereto obtained by Seller with respect to the Oil and Gas Properties in connection with Seller’s acquisition of interests therein (collectively, the “Seller Bonds”). Simultaneous with Closing, Buyer shall furnish Seller with a copy of replacement performance bonds, acceptable to Mobil Oil Exploration & Producing Southeast, Inc., it successor or assigns, in order that Seller Bonds will be released and terminated as soon as practicable after Closing but, in any event, within ninety (90) days thereof.
ARTICLE VIII
DUE DILIGENCE EXAMINATION
Section 8.1. Title Due Diligence Examination.
(a) For the period commencing with the date of this Agreement and ending at 5:00 p.m. (local time in New Orleans, Louisiana) on or before 12 calendar days after the Preferential Right Waiver(s) or July 15, 2022, which ever is later (the "Examination Period"), Seller shall extend to Buyer and its authorized representatives reasonable access (including weekends and holidays) to the office, personnel and Records of Seller in order for Buyer to conduct such examination as it may in its sole discretion choose to conduct with respect to the Oil and Gas Properties in order to determine whether Title Defects (as defined below) exist ("Buyer's Title Review"). Such access to the Records shall exclude, however, any information that Seller is prohibited from disclosing by bona fide, third party confidentiality restrictions; provided, that if requested by Buyer, Seller shall use its best efforts to obtain a waiver of any such restrictions in favor of Buyer. The cost and expense of Buyer's Title Review, if any, shall be borne solely by Buyer.
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(b) If Buyer discovers any Title Defect affecting any of the Oil and Gas Properties, Buyer shall notify Seller within two Business Days of such discovery but in any event prior to the expiration of the Examination Period of such alleged Title Defect. To be effective, such notice ("Title Defect Notice") must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Title Defect in reasonable detail (including any alleged variance in the Net Revenue Interest or any alleged increase in the Working Interest without a proportionate increase in the Net Revenue Interest), (iv) identify the specific Oil and Gas Property affected by such Title Defect, and (v) include the value of such Title Defect as determined by Buyer in good faith and in reference to Schedule 2.5. Any matters that may otherwise constitute Title Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, shall be deemed to have been waived by Buyer for all purposes. Upon the receipt of such effective Title Defect Notice from Buyer, Seller shall have the option, in addition to the remedies set forth in Section 8.1(c) (the "Remedies for Title Defects"), but not the obligation, to attempt to cure such Title Defect at any time prior to Closing. The Oil and Gas Property affected by an uncured Title Defect shall be a "Title Defect Property".
(c) With respect to each Title Defect that is not cured on or before Closing, the Purchase Price shall be reduced, subject to this Article VIII, by the Title Defect Amount with respect to such Title Defect Property. The "Title Defect Amount" shall mean, with respect to a Title Defect Property, the amount by which such Title Defect Property is impaired as a result of the existence of one or more Title Defects, which amount shall be determined as follows:
(i) The Title Defect Amount with respect to a Title Defect Property shall be determined by taking into consideration the "Allocated Value" (as set forth in Schedule 2.5 attached hereto) of the Oil and Gas Property subject to such Title Defect, the portion of the Oil and Gas Property subject to such Title Defect, and the legal effect of such Title Defect on the Oil and Gas Property affected thereby; provided, however, that: (A) except as provided below in this Section 8.1(c) with respect to Oil and Gas Properties, if such Title Defect is in the nature of Seller's Net Revenue Interest in an Oil and Gas Property being less than the Net Revenue Interest set forth in Schedule 2.5 hereto and the Working Interest remains the same, then the Title Defect Amount shall be equal to the Allocated Value for the relevant Oil and Gas Property multiplied by the percentage reduction in such Net Revenue Interest as a result of such Title Defect or (B) if such Title Defect is in the nature of a Lien, then the Title Defect Amount shall equal the amount required to fully discharge such Lien; and
(ii) If the Title Defect results from any matter not described in Section 8.1(c)(i), the Title Defect Amount shall be an amount equal to the difference between the value of the Title Defect Property affected by such Title Defect with such Title Defect and the value of such Title Defect Property without such Title Defect (taking into account the portion of the Allocated Value of the Title Defect Property).
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(d) As used in this Section 8.1:
(i) "Defensible Title" means, as ofthe date of this Agreement and the Closing Date, with respect to the Oil and Gas Properties, such title and ownership by Seller that:
(A) entitles Seller to receive and retain, without reduction, suspension or termination, not less than the percentage, subject to the limitations, set forth in Schedule 2.5 as Seller's Net Revenue Interest of all Hydrocarbons produced, saved and marketed from each mineral lease comprising such Oil and Gas Property as set forth in Schedule 2.5, through plugging, abandonment and salvage of all wells comprising or included in such Oil and Gas Property, and except for changes or adjustments that result from the establishment of units, changes in existing units (or the participating areas therein), or the entry into of pooling or unitization agreements after the date hereof;
(B) obligates Seller to bear not greater than the percentage, subject to the limitations, set forth in Schedule 2.5 as Seller's Working Interest of the costs and expenses relating to the maintenance, development and operation of each mineral lease comprising such Oil and Gas Property, through plugging, abandonment and salvage of all wells comprising or included in such Oil and Gas Property, and except for changes or adjustments that result from the establishment of units, changes in existing units (or the participating areas therein), or the entry into of pooling or unitization agreements after the date hereof;
(C) is free and clear of all Liens, except Permitted Encumbrances;
(D) reflects that all consents to assignment, notices of assignment or preferential purchase rights which are applicable to or must be complied with in connection with the transaction contemplated by this Agreement, or any prior sale, assignment or the transfer of such Oil and Gas Property, have been obtained and complied with to the extent the failure to obtain or comply with the same could render this transaction or any such sale, assignment or transfer (or any right or interest affected thereby) void or voidable or could result in Buyer or Seller incurring any liability; and
(E) is free of any imperfections that a reasonable prudent purchaser of oil and gas properties would not normally waive.
(ii) "Permitted Encumbrances" shall mean (A) Liens for taxes which are not yet delinquent or which are being contested in good faith and for which adequate reserves have been established; (B) normal and customary Liens of co-owners under operating agreements, unitization agreements, and pooling orders relating to the Oil and Gas Properties, which obligations are not yet due and pursuant to which Seller is not in default; (C) mechanic's and materialman's Liens relating to the Oil and Gas Properties, which obligations are not yet due and pursuant to which Seller is not in default; (D) Liens in the ordinary course of business consisting of minor defects and irregularities in title or other restrictions (whether created by or arising out of joint operating agreements, farm-out agreements, leases and assignments, contracts for purchases of Hydrocarbons or similar agreements, or otherwise in the ordinary course of business) that are of the nature customarily accepted by prudent purchasers of oil and gas properties and do not decrease the Net Revenue Interest, increase the Working Interest (without a proportionate increase in the Net Revenue Interest) or materially affect the value of any property encumbered thereby; (E) all approvals required to be obtained from Governmental Entities that are lessors under mineral leases forming a part of the Oil and Gas Properties (or who administer such mineral leases on behalf of such lessors) which are customarily obtained post-closing; (F) conventional rights of reassignment normally actuated by an intent to abandon or release a lease and requiring notice to the holders ofsuch rights; and (G) preferential rights to purchase and consent to transfer requirements of any non-Governmental Entity Person.
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(iii) "Title Defect" shall mean any particular defect in or failure of Seller's ownership of any Oil and Gas Property: (A) that causes Seller to not have Defensible Title to such Oil and Gas Property, (B) that has attributable thereto a Title Defect Amount in excess of $50,000, and (C) regarding which a Title Defect Notice has been timely and otherwise validly delivered. Notwithstanding any other provision in this Agreement to the contrary, the following matters shall not constitute, and shall not be asserted as, a Title Defect: (A) defects or irregularities arising out of lack of evidence of corporate authorization; (B) defects or irregularities that have been cured or remedied by the applicable statutes of limitation or statutes for prescription; or (C) changes or adjustments to Seller’s Working Interest and/or Net Revenue Interest in an Oil and Gas Property due to the occurrence of pooling or unitization affecting all or a portion of such Property.
(e) If Seller and Buyer are unable to reach an agreement as to whether a Title Defect exists or, if it does exist, the Title Defect Amount attributable to such Title Defect, the provisions of Section 12.1 shall be applicable.
Section 8.2. Environmental Due Diligence Examination.
(a) Buyer shall have the right to conduct, or the right to cause an environmental consultant ("Buyer's Environmental Consultant") to conduct, an environmental review of the Properties prior to the expiration of the Examination Period ("Buyer's Environmental Review"). The cost and expense of Buyer's Environmental Review, if any, shall be borne solely by Buyer, provided that Buyer will not be charged for Seller’s time attributable to Buyer’s Environmental Review. With respect to any samples taken in connection with Buyer's Environmental Review, Buyer shall take split samples, providing one of each such sample, properly labeled and identified, to Seller. Seller shall cooperate in all reasonable respects with Buyer to facilitate Buyer’s Environmental Review.
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(b) Unless otherwise required by Applicable Law, Buyer shall (and shall cause Buyer's Environmental Consultant, if applicable, to) treat confidentially any matters revealed by Buyer's Environmental Review and any reports or data generated from such review (the "Environmental Information"), and Buyer shall not (and shall cause Buyer's Environmental Consultant, if applicable, to not) disclose any Environmental Information to any Governmental Entity or other third party without the prior written consent of Seller. Unless otherwise required by Applicable Law, Buyer may use the Environmental Information only in connection with the transactions contemplated by this Agreement. If Buyer, Buyer's Environmental Consultant, if applicable, or any third party to whom Buyer has provided any Environmental Information become legally compelled to disclose any of the Environmental Information, Buyer shall provide Seller with prompt notice sufficiently prior to any such disclosure so as to allow Seller, at Seller's expense, to file any protective order, or seek any other remedy, as it deems appropriate under the circumstances. If this Agreement is terminated prior to the Closing, Buyer shall deliver the Environmental Information to Seller, which Environmental Information shall become the sole property of Seller. Upon receipt from Buyer’s Environmental Consultant or upon Buyer’s preparation, Buyer shall provide copies of the Environmental Information to Seller without charge.
(c) If Buyer and/or Buyer's Environmental Consultant, if applicable, discovers any On-site Environmental Defect (as herein defined) affecting the Properties or any Off-site Environmental Defect (as herein defined) prior to the expiration of the Examination Period, Buyer shall notify Seller prior to the expiration of the Examination Period of such alleged Environmental Defect. To be effective, such notice (an "Environmental Defect Notice") must (i) be in writing, (ii) be received by Seller prior to the expiration of the Examination Period, (iii) describe the Environmental Defect in reasonable detail, including in the case of any On-site Environmental Defect, (A) the written conclusion of Buyer's Environmental Consultant, if applicable, that an Environmental Defect exists, which conclusion shall be reasonably substantiated by the factual data gathered in Buyer's Environmental Review, and (B) a separate, reasonably specific citation of the provisions of Applicable Environmental Laws alleged to be violated and the related facts that substantiate such violation, (iv) in the case of any On-site Environmental Defect, identify the specific Properties affected by such Environmental Defect, including a site plan showing the location of all sampling events, boring logs and other field notes describing the sampling methods utilized and the field conditions observed, (v) in the case of any On-site Environmental Defect, set forth the procedures recommended to correct the Environmental Defect, together with any related recommendations from Buyer's Environmental Consultant, if applicable, and (vi) set forth a good faith estimate of the Environmental Defect Amount, including the basis for such estimate, for which Buyer would agree to adjust the Purchase Price in order to accept such Environmental Defect if Seller elected this Section 8.2 as the remedy therefor. If Seller and Buyer are unable to reach an agreement as to whether an Environmental Defect exists or, if it does exist, the Environmental Defect Amount attributable to such Environmental Defect, the provisions of Section 12.1 shall be applicable. Any matters that may otherwise constitute Environmental Defects, but of which Seller has not been specifically notified by Buyer in accordance with the foregoing, together with any environmental matter that does not constitute an Environmental Defect, shall be deemed to have been waived by Buyer for purposes of this Section 8.2. Upon the receipt of such effective notice from Buyer, Seller shall have the option, in addition to the remedy set forth in Section 8.2, but not the obligation, to attempt to cure such Environmental Defect at any time prior to the Closing.
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(d) If any Environmental Defect described in a notice delivered and agreed to in accordance with Section 8.2 is not cured on or before the Closing, then the Purchase Price shall be reduced, subject to this Section 8.2 and the rights of Seller under Section 12.1, by the Environmental Defect Amount of such Environmental Defect.
(e) As used in this Section 8.2:
(i) "Environmental Defect" shall mean (i) with respect to a field, a violation of Applicable Environmental Laws in effect as of the date hereof in the jurisdiction in which such field is located (an "On-site Environmental Defect") that requires an immediate remediation, or (ii) any liability under any Applicable Environmental Law with respect to offsite disposal of hazardous materials or substances or waste materials (an "Off-site Environmental Defect"), in either case regarding which an Environmental Defect Notice has been timely and otherwise validly delivered and that has attributable thereto an Environmental Defect Amount in excess of $50,000.00. It is specifically acknowledged and agreed that the presence in any wellbore, equipment, pipeline, flowline or vessel on or related to the Properties of naturally occurring radioactive material or asbestos shall not be deemed to constitute an Environmental Defect for purposes of this Agreement.
(ii) "Environmental Defect Amount" shall mean, (i) with respect to any On-site Environmental Defect, the net present value of the reasonably estimated costs and expenses to correct such Environmental Defect in the most cost effective manner reasonably available, consistent with Applicable Environmental Laws, taking into account that non-permanent remedies (such as mechanisms to contain or stabilize hazardous materials, including monitoring site conditions, natural attenuation, risk-based corrective action, institutional controls or other appropriate restrictions on the use of property, caps, dikes, encapsulation, leachate collection systems, etc.) may be the most cost effective manner reasonably available or (ii) with respect to any Off-site Environmental Defect, the amount that will be required to be paid by Seller to a third party in respect of a claim by such third party.
Section 8.3. Adjustments to Purchase Price for Title Defects and Environmental Defects.
(a) Notwithstanding anything to the contrary contained in this Agreement, no adjustment of the Purchase Price shall be made for Title Defects and Environmental Defects unless the aggregate of the Title Defect Amounts and Environmental Defect Amounts, as determined in accordance with this Agreement, equals or exceeds $100,000.00, in which event the Purchase Price shall be adjusted downward by the amount of such Title Defect Amounts and Environmental Defect Amountsthat exceed such amount.
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(b) Notwithstanding anything herein to the contrary, if Seller is unable to cure a Title Defect or an Environmental Defect on or prior to Closing, Seller may, subject to the agreement of Buyer, by notice in writing to Buyer on or before Closing, attempt to cure such Title Defect or Environmental Defect subsequent to Closing (a "Post-Closing Defect") within the 90-day period commencing on the Closing Date (the "Cure Period"). In such event, the transactions contemplated hereby will close as provided herein and the Purchase Price shall be reduced by the applicable Title Defect Amount or Environmental Defect Amount in respect of such Post-Closing Defect as provided in Sections 8.1 and 8.2(a). If, during or upon the expiration of the Cure Period, Seller and Buyer mutually agree that a Post-Closing Defect has been cured, then within five Business Days after such determination, Buyer shall tender to Seller an amount equal to the Title Defect Amount and Environmental Defect Amount in respect thereof. If, during or upon the expiration of the Cure Period, Seller and Buyer are unable to agree whether there has been a satisfactory cure of a Post-Closing Defect, then such disagreement shall be resolved as provided in Section 12.1.
Section 8.4. Buyer Indemnification. BUYER HEREBY INDEMNIFIES AND SHALL DEFEND AND HOLD SELLER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, SUCCESSORS, AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL OF THE FOLLOWING CLAIMS ARISING FROM BUYER INSPECTING AND OBSERVING THE PROPERTIES: (I) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF BUYER, ITS CONTRACTORS, AGENTS, CONSULTANTS, AND REPRESENTATIVES, AND DAMAGE TO THE PROPERTY OF BUYER OR OTHERS ACTING ON BEHALF OF BUYER, EXCEPT FOR INJURIES OR DEATH CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER, ITS AFFILIATES THEREOF OR ITS OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, CONSULTANTS, OR REPRESENTATIVES; AND (II) CLAIMS FOR PERSONAL INJURIES TO OR DEATH OF EMPLOYEES OF SELLER OR THIRD PARTIES, AND DAMAGE TO THE PROPERTY OF SELLER OR THIRD PARTIES, TO THE EXTENT CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER. TO THE EXTENT PROVIDED ABOVE, THE FOREGOING INDEMNITY INCLUDES, AND THE PARTIES INTEND IT TO INCLUDE, AN INDEMNIFICATION OF THE INDEMNIFIED PARTIES FROM AND AGAINST CLAIMS ARISING OUT OF OR RESULTING, IN WHOLE OR PART, FROM THE CONDITION OF THE PROPERTY OR THE SOLE, JOINT, COMPARATIVE, OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.THE PARTIES HERETO AGREE THAT THE FOREGOING COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS CONSPICUOUS.
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ARTICLE IX
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
Section 9.1. Conditions Precedent to the Obligations of Buyer. The obligations of Buyer under this Agreement are subject to each of the following conditions being met:
(a) Each of the representations and warranties of Seller contained in Article IV shall be true and correct in all respects on and as of the Closing Date as if made on and as of such date, except (i) as affected by transactions contemplated or permitted by this Agreement, (ii) to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all respects as of such specified date, and (iii) any such inaccuracies or breaches which, in the aggregate, have not had or could not reasonably be expected to have, a Material Adverse Effect.
(b) Seller shall have performed and complied in all respects with (or compliance therewith shall have been waived by Buyer) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Seller prior to or at the Closing.
(c) Seller shall have delivered a certificate executed by an officer of Seller dated as of the Closing Date, representing and certifying that the conditions set forth in subsections (a) and (b) above have been fulfilled.
(d) No Proceeding (excluding any Proceeding initiated by Buyer or any of its Affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.
(e) Buyer shall have received a conveyance of the Properties executed and delivered by Seller, which conveyance shall be substantially in the form of the instrument attached hereto as Schedule 9.1(e) in all material respects (the "Conveyance").
(f) Buyer shall have received a certificate of non-foreign status in form, date and content reasonably acceptable to Buyer, executed and delivered by Seller pursuant to Section 1445 of the Code and the regulations promulgated thereunder.
(g) Buyer shall have received the third party consents as required under Section 6.4, and all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Seller or any other party to Buyer prior to or in connection with the Closing.
Section 9.2. Conditions Precedent to the Obligations of Seller. The obligations of Seller under this Agreement are subject to each of the following conditions being met:
(a) Each of the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the date made and (having been deemed to have been made again on and as of the Closing Date) shall be true and correct in all material respects on and as of the Closing Date, except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such specified date.
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(b) Buyer shall have performed and complied in all material respects with (or compliance therewith shall have been waived by Seller) each and every covenant, agreement and condition required by this Agreement to be performed or complied with by Buyer prior to or at the Closing.
(c) No Proceeding (excluding any Proceeding initiated by Seller or any of its affiliates) shall, on the Closing Date, be pending or threatened before any Governmental Entity seeking to restrain, prohibit, or obtain damages or other relief in connection with the consummation of the transactions contemplated by this Agreement.
(d) Seller shall have received all other agreements, instruments and documents which are required by other terms of this Agreement to be executed or delivered by Buyer or any other party to Seller prior to or in connection with the Closing.
Section 9.3. Closing Obligations. At Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:
(a) Seller and Buyer shall have executed and delivered to each other multiple originals of the Conveyance, together with such other documents or forms required by a Governmental Entity for Buyer, or Buyer’s designee, to succeed Seller as the operator of any Oil and Gas Properties currently operated by Seller;
(b) Pursuant to Seller’s written wiring instructions, Buyer shall deliver by wire transfer the Adjusted Purchase Price as provided for in Article II; and
(c) Seller and Buyer shall execute and deliver to each other such other documents or instruments as may be necessary in order to accomplish the transactions contemplated by this Agreement.
(d) Buyer shall deliver to Seller a copy of a replacement bond for each of the Seller Bonds, providing for terms, penal sums and issued by a surety, acceptable to Mobil Oil Exploration & Producing Southeast, Inc., it successor or assigns.
ARTICLE X
TERMINATION, AMENDMENT AND WAIVER
Section 10.1. Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing in the following manner:
(a) by mutual written consent of Seller and Buyer; or
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(b) by either Seller or Buyer, if:
(i) the Closing shall not have occurred on or before the Closing Date, unless such failure to close shall be due to a breach of this Agreement or delay of performance under this Agreement by the party seeking to terminate this Agreement pursuant to this clause (i); or
(ii) there shall be any statute, rule, or regulation that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited or a Governmental Entity shall have issued an order, decree, or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated hereby, and such order, decree, ruling, or other action shall have become final and nonappealable; or
(c) by Seller or Buyer, if the aggregate amount of the Title Defect Amounts and the Environmental Defects Amounts exceed Three Hundred Thousand Dollars; or
(d) by Seller, if (i) there shall be a material breach of any representation and warranty of Buyer contained in Article V, or (ii) there shall be a material breach by Buyer of any of its covenants and agreements contained in this Agreement, which breach, in the case of clause (i) or clause (ii), is not capable of being cured or, if it is capable of being cured, has not been cured by the 10th Business Day following written notice to Buyer from Seller of such breach; or
(e) by Buyer, if (i) there is a material breach of any representation and warranty of Seller contained in Article IV, other than any such breaches which, in the aggregate, have not had or could not reasonably be expected to have a Material Adverse Effect, or (ii) there is a material breach by Seller of any of its covenants and agreements contained in this Agreement, which breach, in the case of clause (i) or clause (ii), is not capable of being cured or, if it is capable of being cured, has not been cured by the 10th Business Day following written notice to Seller from Buyer of such breach.
Section 10.2. Effect of Termination.
In the event of the termination of this Agreement pursuant to Section 10.1 by Seller, on the one hand, or Buyer, on the other, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and have no effect, except that the agreements contained in this Article X, in Sections 7.4, 7.5 and 8.4 and in Articles XII and XIIIshall survive the termination hereof. Nothing contained in this Section shall relieve any party from liability for damages actually incurred as a result of any breach of this Agreement.
Section 10.3. Amendment. This Agreement may not be amended except by an instrument in writing signed by or on behalf of all the parties hereto.
Section 10.4. Waiver. Seller, on the one hand, or Buyer, on the other, may: (i) waive any inaccuracies in the representations and warranties of the other contained herein or in any document, certificate, or writing delivered pursuant hereto, or (ii) waive compliance by the other with any of the other's agreements or fulfillment of any conditions to its own obligations contained herein. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such party. No failure or delay by a party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
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ARTICLE XI
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS;
INDEMNIFICATION
Section 11.1. Survival.
(a) The representations and warranties of Seller contained in Section 4.1 through Section 4.4 shall survive the Closing without limitation, and the representations and warranties of Seller contained in Section 4.5 through Section 4.18 shall survive for a period of six (6) months after the Closing Date. The representations and warranties of Buyer contained in Article V shall survive the Closing without limitation. The period, if any, for which a representation and warranty survives is called a "Survival Period"). From and after the expiration of a Survival Period, no party hereto shall be under any liability with respect to any representation or warranty to which such Survival Period relates, except with respect to matters as to which notice has been received in accordance with Section 11.1(b).
(b) No party hereto shall have any indemnification obligation pursuant to this Article XI or otherwise in respect of any representation, warranty or covenant unless (i) it shall have received from the party seeking indemnification written notice of the existence of the claim for or in respect of which indemnification in respect of such representation, warranty or covenant is being sought and (ii) with respect to a representation and warranty to which a Survival Period relates, such notice is received on or before the expiration of such Survival Period. Such notice shall set forth with reasonable specificity (i) the basis under this Agreement, and the facts that otherwise form the basis of such claim, (ii) the estimate of the amount of such claim (which estimate shall not be conclusive of the final amount of such claim) and an explanation of the calculation of such estimate, including a statement of any significant assumptions employed therein, and (iii) the date on and manner in which the party delivering such notice became aware of the existence of such claim.
Section 11.2. Seller's Indemnification Obligations. Seller shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI or elsewhere in this Agreement, following the Closing, to indemnify and hold Buyer, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively the “Buyer’s Indemnified Parties”) harmless from and against any and all claims, demands, obligations, actions, liabilities, damages or expenses (collectively, "Buyer's Losses") (a) resulting from any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement that survives Closing, or (b) relating to the Properties and attributable or relating to the time before the Effective Date or (c) relating to the Excluded Assets, or (d) relating to the Suspense Funds; provided, however, Seller shall have no obligation to indemnify Buyer Indemnified Parties (i) for any claim under this Section 11.2, unless the claim is asserted, utilizing the procedures set forth in Section 11.4, on or before six months after the Closing Date, (ii) the amount of any such claim exceeds $50,000.00 (an “Eligible Claim”), (iii) the aggregate dollar amount of all Eligible Claims equals or exceeds $200,000.00, and then only to the extent of the dollar amount of such Eligible Claims in excess of $200,000.00, and (iv) notwithstanding anything to the contrary as set forth in this Agreement, Seller’s indemnification obligations under this Agreement shall not exceed, in the aggregate, the sum of $1,000,000.00. Notwithstanding the other terms and conditions of this Agreement, Seller will retain responsibility for and hold Buyer’s Indemnified Parties harmless from and against all costs, expenses, liabilities, obligations and damages related to all litigation matters identified in Schedule 4.6. Also notwithstanding the other terms and conditions of this Agreement, Seller expressly subrogates Buyer to all rights, claims and causes of action Seller may have arising out of any latent or hidden defects in and to the Assets.
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Section 11.3. Buyer's Indemnification Obligations. Buyer shall, on the date of Closing, agree (and, upon delivery to Buyer of the Conveyance, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article XI, following the Closing, to indemnify and hold Seller, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively the “Seller’s Indemnified Parties”)harmless from and against any and all claims, obligations, actions, liabilities, damages, costs or expenses, (collectively, "Seller's Losses") (a) resulting from any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or (b) relating to the Properties and attributable to the time after the Effective Date or (c) relating to the Assumed Obligations.
Section 11.4. Indemnification Proceedings. In the event that any claim or demand for which a party (an "Indemnifying Party"), would be liable to the another party under Section 11.2 or Section 11.3 (an "Indemnified Party") is asserted against or sought to be collected from an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party of such claim or demand, but the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article XI, except to the extent the Indemnifying Party demonstrates that the defense of such claim or demand is materially prejudiced thereby. The Indemnifying Party shall have 30 days from receipt of the above notice from the Indemnified Party (in this Section 11.4, the "Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party's sole cost and expense, to defend the Indemnified Party against such claim or demand; provided, that the Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. If the Indemnifying Party elects to assume the defense of any such claim or demand, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), the Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel of its own choice, at the expense of the Indemnifying Party. If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party's written consent (which shall not be unreasonably withheld) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected without its written consent (which shall not be unreasonably withheld).
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Section 11.5. Indemnification Exclusive Remedy. Subject to the other terms of this Agreement, indemnification pursuant to the provisions of this Article XI shall be the exclusive remedy of the parties hereto for any misrepresentation or breach of any warranty, covenant or agreement contained in this Agreement or in any closing document executed and delivered pursuant to the provisions hereof or thereof, or any other claim arising out of the transactions contemplated by this Agreement.
Section 11.6. Limited to Actual Damages. The indemnification obligations of the parties pursuant to this Article XI shall be limited to actual damages and shall not include incidental, consequential, indirect, punitive, or exemplary damages, provided that any incidental, consequential, indirect, punitive, or exemplary damages recovered by a third party (including a Governmental Entity, but excluding any Affiliate of any party) against a party entitled to indemnity pursuant to this Article XI shall be included in the damages recoverable under such indemnity.
Section 11.7. Indemnification Despite Negligence. It is the express intention of the parties hereto that each party to be indemnified pursuant to this Article XI shall be indemnified and held harmless from and against all damages as to which indemnity is provided for under this Article XI, NOTWITHSTANDING THAT ANY SUCH DAMAGES ARISE OUT OF OR RESULT FROM THE ORDINARY, STRICT, SOLE, OR CONTRIBUTORY NEGLIGENCE OF SUCH PARTY AND REGARDLESS OF WHETHER ANY OTHER PARTY (INCLUDING THE OTHER PARTIES TO THIS AGREEMENT) IS OR IS NOT ALSO NEGLIGENT. The parties hereto acknowledge that the foregoing complies with the express negligence rule and is conspicuous.
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ARTICLE XII
MISCELLANEOUS MATTERS
Section 12.1. Resolution of Disputes.
(a) Each party shall have the right to submit claims, disputes, controversies or other matters in question arising out of the matters covered by Article VIII (including the existence of Title Defects and Environmental Defects or the Title Defect Amounts and Environmental Defects attributable thereto, as applicable) ("Disputes"), to an independent expert appointed in accordance with this Section 12.1(a) (the "Independent Expert"), who shall serve as sole arbitrator. The Independent Expert shall be appointed by mutual agreement of Seller and Buyer from among candidates with experience and expertise in the area that is the subject of such Dispute, and failing such agreement, such Independent Expert for such Dispute shall be selected in accordance with the Rules (as hereinafter defined). Disputes to be resolved by an Independent Expert shall be resolved in accordance with mutually agreed procedures and rules and failing such agreement, in accordance with the rules and procedures for arbitration provided in Section 12.1(b). The Independent Expert shall be instructed by the parties to resolve such Dispute as soon as reasonably practicable in light of the circumstances. The decision and award of the Independent Expert shall be binding upon the parties as an award under the Federal Arbitration Act and final and non-appealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court.
(b) Any Dispute that is not resolved pursuant to the foregoing provisions of this Section 12.1 shall be settled exclusively and finally by arbitration in accordance with this Section 12.1(b).
(i) Such arbitration shall be conducted pursuant to the Federal Arbitration Act, except as expressly provided otherwise in this Agreement. The validity, construction, and interpretation of this Section 12.1(b), and all procedural aspects of the arbitration conducted pursuant hereto, including the determination of the issues that are subject to arbitration (i.e., arbitrability), the scope of the arbitrable issues, allegations of "fraud in the inducement" to enter into this Agreement or this arbitration provision, allegations of waiver, laches, delay or other defenses to arbitrability, and the rules governing the conduct of the arbitration (including the time for filing an answer, the time for the filing of counterclaims, the times for amending the pleadings, the specificity of the pleadings, the extent and scope of discovery, the issuance of subpoenas, the times for the designation of experts, whether the arbitration is to be stayed pending resolution of related litigation involving third parties not bound by this Agreement, the receipt of evidence, and the like), shall be decided by the arbitrators. The arbitration shall be administered by the American Arbitration Association (the "AAA"), and shall be conducted pursuant to the Commercial Arbitration Rules of the AAA (the "Rules"), except as expressly provided otherwise in this Agreement. The arbitration proceedings shall be subject to any optional rules contained in the Rules for emergency measures and, in the case of Disputes with respect to amounts in excess of $1,000,000, optional rules for large and complex cases.
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(ii) The arbitrators shall permit and facilitate such discovery as they determine is appropriate in the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. Such discovery may include pre-hearing depositions, particularly depositions of witnesses who will not appear personally to testify, if there is a demonstrated need therefore. The arbitrators may issue orders to protect the confidentiality of proprietary information, trade secrets and other sensitive information disclosed in discovery.
(iii) All arbitration proceedings hereunder shall be conducted in New Orleans, Louisiana, or such other mutually agreeable location.
(iv) All arbitration proceedings hereunder shall be before a panel of three (3) arbitrators appointed, one appointed by each party, and the third appointed in accordance with the Rules, all independent of the parties and consisting of Persons (which can include lawyers) having at least ten (10) years of experience in or relating to the oil and gas industry.
(v) In deciding the substance of the Dispute, the arbitrators shall refer to the substantive laws of the State of Louisiana (excluding choice-of-law principles that might call for the application of the laws of another jurisdiction). Procedural matters relating to arbitration shall be governed by the Federal Arbitration Act.
(vi) The parties shall request the arbitrators to conduct a hearing as soon as reasonably practicable after appointment of the third arbitrator, and to render a final decision completely disposing of the Dispute that is the subject of such proceedings as soon as reasonably practicable after the final hearing. The parties shall instruct the arbitrators to impose time limitations they consider reasonable for each phase of such proceeding, including, without limitation, limits on the time allotted to each party for the presentation of its case and rebuttal. The arbitrators shall actively manage the proceedings as they deem best so as to make the proceedings fair, expeditious, economical and less burdensome than litigation. To provide for speed and efficiency, the arbitrators may: (i) limit the time allotted to each party for presentation of its case; and (ii) exclude testimony and other evidence they deem irrelevant or cumulative.
(vii) Notwithstanding any other provision in this Agreement to the contrary, the parties expressly agree that the arbitrators shall have absolutely no authority to award consequential, incidental, special, treble, exemplary or punitive damages of any type under any circumstances regardless of whether such damages may be available under Louisiana law, or any other laws, or under the Federal Arbitration Act or the Rules.
(viii) The parties agree that there shall be no transcript of any hearing before the arbitrators. The parties shall request that final decision of the arbitrators be in writing, be as brief as possible, set forth the reasons for such final decision, and if the arbitrators award monetary damages to either party, contain a certification by the arbitrators that they have not included any incidental, special, treble, exemplary or punitive damages. To the fullest extent permitted by law, the arbitration proceeding and the arbitrators' decision and award shall be maintained in confidence by the parties and the parties shall instruct the arbitrators to likewise maintain such matters in confidence.
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(ix) The fees and expenses of the arbitrators shall be borne equally by Sellers and Buyer, but the decision of the arbitrators may include such award of the arbitrators' fees and expenses and of other costs and attorneys' fees as the arbitrators determine appropriate (provided that such award of costs and fees may not exceed the amount of such costs and fees incurred by the losing party in the arbitration).
(x) The decision and award of the arbitrators shall be binding upon the parties and final and non-appealable to the maximum extent permitted by law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any party as a final judgment of such court.
Section 12.2. Notices. All notices, requests, demands, and other communications required or permitted to be given or made hereunder by any party hereto shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) transmitted by first class registered or certified mail, postage prepaid, return receipt requested, (iii) sent by a recognized prepaid overnight courier service (which provides a receipt), or (iv) sent by telecopy or facsimile transmission, with receipt acknowledged, to the parties at the following addresses (or at such other addresses as shall be specified by the parties by like notice):
If to Seller:
Petrodome Louisiana Pipeline, LLC
15915 Katy Freeway, Suite 450
Houston, TX 77094
Attention: James A. Doris, Chairman
Fax No.: 713.820.6611
E-Mail: jdoris@vikingenergygroup.com
If to Buyer:
WPP Petro, L.L.C.
P.O. Box 835
Pinehurst, Texas 77362
James A. Bohannon, III, Sole Member
Such notices, requests, demands, and other communications shall be effective upon receipt.
Section 12.3. Entire Agreement. This Agreement, together with the Exhibits, and other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
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Section 12.4. Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to enforce specifically the provisions of this Agreement, in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the parties may be entitled under this Agreement or at law or in equity.
Section 12.5. Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and permitted assigns. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties. Except as provided in Section 8.4 and Article XI, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties hereto, and their respective heirs, legal representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.
Section 12.6. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.
Section 12.7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
Section 12.8. Counterparts. This instrument may be executed in any number of identical counterparts, each of which for all purposes shall be deemed an original, and all of which shall constitute collectively, one instrument. It is not necessary that each party hereto execute the same counterpart so long as identical counterparts are executed by each such party hereto. This instrument may be validly executed and delivered by facsimile or other electronic transmission.
Section 12.9. Disclaimer of Warranties. Except for Seller’s representations and warranties given under Article IV, in the Conveyances and elsewhere in this Agreement, Seller hereby expressly disclaims any and all representations or warranties with respect to the Properties or the transaction contemplated hereby in the following manner:
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Buyer understands, acknowledges and agrees that the Properties are being sold by Seller "WHERE IS" and "AS IS", with all faults. Specifically as a part of (but not in limitation of) the foregoing, Buyer acknowledges that Seller has not made, and Seller hereby expressly disclaims, any representation or warranty (express, implied, under common law, by statute or otherwise) as to the title or condition of the Properties (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO (I) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER, OR ATTRIBUTABLE TO THE PROPERTIES, (II) THE PHYSICAL, OPERATING, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND SUBSURFACE, INCLUDING MATTERS RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS, SOLID WASTES, ASBESTOS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS OR (III) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE THEREOF. SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED, AS TO (A) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE PROPERTIES OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES; (B) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES; (C) THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (D) PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS, (E) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES, (F) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (G) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR, AND(H) ANY OTHER MATTERS CONTAINED IN OR OMITTED FROM ANY INFORMATION OR MATERIAL FURNISHED TO BUYER BY SELLER OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES.ANY DATA, INFORMATION, OR OTHER RECORDS FURNISHED BY SELLER ARE PROVIDED TO BUYER AS A CONVENIENCE AND BUYER’S RELIANCE ON OR USE OF THE SAME IS AT BUYER’S SOLE RISK.
ARTICLE XIII
DEFINITIONS AND REFERENCES
Section 13.1. Certain Defined Terms. When used in this Agreement, the following terms shall have the respective meanings assigned to them in this Section 13.1:
“Abandonment Obligations” means and includes Seller’s share of all obligations associated with and liability for (i) the plugging and abandonment of all wells situated on the Oil and Gas Properties, (ii) the removal of all structures, equipment and facilities appurtenant thereto, and (iii) the clearance, restoration and remediation of the surface and cleanup associated with such plugging and abandonment and removal, all in accordance with and as required by Applicable Law.
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"Affiliate" means any Person directly or indirectly controlling, controlled by or under common control with a Party.
"Agreement" means this Purchase and Sale Agreement, as hereafter amended or modified in accordance with the terms hereof.
"Applicable Law" means any statute, law, principle of common law, rule, regulation, judgment, order, ordinance, requirement, code, writ, injunction, or decree of any Governmental Entity.
"Assumed Obligations" means all liabilities and obligations of Seller attributable or otherwise relating to the Properties, whether arising before or after the Effective Date, including, without limitation, the Abandonment Obligations and the Environmental Obligations, subject, however, to Seller’s indemnification obligations provided for in Section 11.2.
"Business Day" means a day other than a Saturday, Sunday or day on which commercial banks in the State of Louisiana are authorized or required to be closed for business.
“Buyer’s Indemnified Parties” shall have the meaning set forth in Section 11.2.
"Code" means the Internal Revenue Code of 1986, or any successor statute thereto, as amended.
“Contracts” shall have the meaning as set forth in Section 1.1(d).
"Dollars"or"$" means U.S. Dollars.
"Effective Date" means 7:00 a.m., local time at the location of the Properties, on June 1, 2022.
“Eligible Claim” shall have the meaning as set forth in Section 11.2.
“Environmental Laws” being defined to include but not be limited to the Occupational Safety and Health Act, 29 U.S.C.A. §651, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C.A. §6901, et seq.; the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.A. §9601, et seq.; the Clean Water Act, 33 U.S.C.A. §1251 et seq.; the Clean Air Act, 42 U.S.C.A. §7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §3001, et seq.; the Toxic Substances Control Act, 15 U.S.C.A. §2601 et seq.; the Oil Pollution Act of 1990, 33 U.S.C.A. §2701 et seq.; and all rules, regulations and orders adopted under the foregoing statutes applicable to any waste material, produced water, tank bottoms, sludge, or constituents thereof, radioactive materials, or hazardous substances on or included with the Assets or the presence, disposal, releases or threatened releases of all waste material, produced water, tank bottoms, sludge, or constituents thereof, radioactive materials, or hazardous substances on, included with, or from the Assets into the atmosphere or in or upon land or any water course or body of water, whether above or below the ground, and all other federal, state and local environmental and oil and gas laws and regulations, as well as all acts, laws, and regulations amendatory or supplemental thereto.
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“Environmental Obligations” means and includes Seller’s share of all obligations and liabilities under federal, state or local Environmental Laws and oil and gas laws, rules, orders and regulations pertaining to the environmental condition of the Assets, whether relating to periods before or after the Effective Date.
"Governing Documents" means, when used with respect to an entity, the documents governing the formation and operation of such entity, including (a) in the instance of a corporation, the articles of incorporation and bylaws of such corporation, (b) in the instance of a partnership, the partnership agreement, and (c) in the instance of a limited liability company, the certificate of formation and limited liability company agreement.
"Governmental Entity" means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, county, municipal or other governmental or quasi-governmental body, agency, authority, department, board, commission, bureau or instrumentality.
"Hydrocarbons" means oil, gas, other liquid or gaseous hydrocarbons, or any of them or any combination thereof, and all products and substances extracted, separated, processed and produced therefrom.
"IRS" means the Internal Revenue Service.
"Knowledge" of a specified Person (or similar references to a Person's knowledge) means all information actually or constructively known to (a) in the case of a Person who is an individual, such Person, or (b) in the case of a Person which is corporation or other entity, an executive officer or employee who devoted substantive attention to matters of such nature during the ordinary course of his employment by such Person. A Person has "constructive knowledge" of those matters which the individual involved could reasonably be expected to have as a result of undertaking an investigation of such a scope and extent as a reasonably prudent man would undertake concerning the particular subject matter.
"Lien" means any claim, lien, mortgage, security interest, pledge, charge, option, right-of-way, easement, encroachment, or encumbrance of any kind.
"Material Adverse Effect" means any change, development, or effect (individually or in the aggregate) which is, or is reasonably likely to be, materially adverse (i) to the business, assets, results of operations or condition (financial or otherwise) of a party, or (ii) to the ability of a party to perform on a timely basis any obligation under this Agreement or any agreement, instrument, or document entered into or delivered in connection herewith.
"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, enterprise, unincorporated organization, or Governmental Entity.
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"Proceedings" means all proceedings, actions, claims, suits, investigations, and inquiries by or before any arbitrator or Governmental Entity.
“Records” shall have the meaning as set forth in Section 1.1(f).
“Seller Bonds” shall have the meaning set forth in Section 7.10.
"Securities Act" shall mean the Securities Act of 1933, as amended, and all rules and regulations under such Act.
“Seller’s Indemnified Parties” shall have the meaning as set forth in Section 11.3.
"Tax Returns" mean any return, report, statement, form or similar statement required to be filed with respect to any Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Taxes.
"Taxes" means any income taxes or similar assessments or any sales, excise, occupation, use, ad valorem, property, production, severance, transportation, employment, payroll, franchise, or other tax imposed by any United States federal, state, or local (or any foreign or provincial) taxing authority, including any interest, penalties, or additions attributable thereto.
Section 13.2. Certain Additional Defined Terms. In addition to such terms as are defined in the preamble of and the recitals to this Agreement and in Section 13.1, the following terms are used in this Agreement as defined in the Articles or Sections set forth opposite such terms:
Defined Term | Reference |
AAA | Section 12.1(b)(i) |
Adjusted Purchase Price | Section 2.1 |
Allocated Value | Section 8.1(c)(i) |
Assumed Obligations | Section 7.9 |
Buyer’s Environmental Consultant | Section 8.2(a) |
Buyer’s Environmental Review | Section 8.2(a) |
Buyer's Losses | Section 11.2 |
Buyer's Title Review | Section 8.1(a) |
Closing | Article III |
Closing Date | Article III |
Conveyance | Section 9.1(e) |
Cure Period | Section 8.2(b) |
Defensible Title | Section 8.1(d)(i) |
Disputes | Section 12.1(a) |
Environmental Defect | Section 8.2(e)(i) |
Environmental Defect Amount | Section 8.2(e)(ii) |
Environmental Defect Notice | Section 8.2(c) |
Environmental Information | Section 8.2(b) |
Examination Period | Section 8.1(a) |
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Defined Term | Reference |
Excluded Assets | Section 1.2 |
Indemnified Party | Section 11.4 |
Indemnifying Party | Section 11.4 |
Independent Expert | Section 12.1(a) |
Notice Period | Section 11.4 |
Off-site Environmental Defect | Section 8.2(e)(i) |
On-site Environmental Defect | Section 8.2(e)(i) |
Oil and Gas Properties | Section 1.1 |
Permitted Encumbrances | Section 8.1(d)(ii) |
Post-Closing Defect | Section 8.2(b) |
Preferential Right Waiver(s) | Article III |
Properties | Section 1.1 |
Purchase Price | Section 2.1 |
Remedies for Title Defects | Section 8.1(b) |
Rules | Section 12.1(b)(i) |
Seller Bonds | Section 7.10 |
Seller's Losses | Section 11.3 |
Survival Period | Section 11.1(a) |
Title Defect | Section 8.1(d)(iii) |
Title Defect Amount | Section 8.1(c) |
Title Defect Notice | Section 8.1(b) |
Title Defect Property | Section 8.1(b) |
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Section 13.3. References, Titles and Construction. (a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.
(b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions.
(c) The words "this Agreement", "this instrument", "herein", "hereof", "hereby", "hereunder" and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.
(d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender.
(e) Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.
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(f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.
(g) The word "or" is not intended to be exclusive and the word "includes" and its derivatives means "includes, but is not limited to" and corresponding derivative expressions.
(h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.
(i) All references herein to "$" or "dollars" shall refer to U.S. Dollars.
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IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date set forth above.
SELLER: | |||
| Petrodome Louisiana Pipeline, LLC |
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By: | /s/ James A. Doris | ||
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| James A. Doris | |
Chairman | |||
| BUYER: |
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| WPP PETRO, L.L.C. |
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| By: | /s/ James A. Bohannon, III |
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| James A. Bohannon, III |
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| Sole Member |
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Exhibit A
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C. as Buyer,
effective as of June 1, 2022
Oil and Gas Properties
Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Part I: Leases
1. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded Book/Entry |
| 3008568-001 | The Lutcher & Moore Lumber Co. | 12/7/1944 | 54/397 |
INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to the following, to wit:
A. Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana;
B. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana;
C. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; and
D. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana.
E. Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
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2. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded File No. |
| 1028685 | Chevron U.S.A. Inc. | 12/5/2001 | 334491 |
INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to that certain Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
3. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded Book/Entry |
| 3008569-001 | Carlyss Vincent Henry | 11/17/1944 | 57/426 |
| 3008569-002 | Heather Wetherill Dean | 11/17/1944 | 57/433 |
| 3008569-003 | Levy Vincent | 11/17/1944 | 57/437 |
| 3008569-004 | Wellington S. Vincent & Clarence Vincent | 11/25/1944 | 57/430 |
| 3008569-005 | Albert Vincent, et al. | 11/17/1944 | 57/421 |
| 3008569-006 | Etha Bell Vincent Wade & H. C. Wade | 2/14/1945 | 58/317 |
| 3008569-007 | Esther Vincent Henning | 2/14/1945 | 58/320 |
| 3008569-008 | Leonard Wing, Swinford Wing, Ira Wing, Irene Wing Ellender, D. L. Broadus, and D. F. Sanders | 11/11/1946 | 62/331 |
INSOFAR AND ONLY INSOFAR as such leases cover the interest Assignor acquired pursuant to the following, to wit:
A. Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; and
B. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana.
C. Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
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Note: Buyer is purchasing 50% of Seller’s interest in the wells.
Part II: Wells
Well Name | Section, Township, Range | Current Formation | Well Type | API Number | State Well ID Number | Status | WI | NRI | APO WI | APO NRI |
TEPI #1 | 13-14S-11W | A-1 Lower | gas | 17023228450000 | 227687 | producing | 0.5 1 | 0.375 | 0.25 1 | 0.1752 |
Lutcher C-7 | 24-14S-11W | A-1 Lower | gas | 17023017720000 | 50748 | producing |
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| 0.375 | 0.32421862 |
Lutcher C-7D | 24-14S-11W |
| 17023017720000 | 53383 | shut -in |
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Lutcher C-3 | 24-14S-11W | 8600 | oil | 17023017710000 | 34665 | producing | 0.5 | 0.374999995 | 0.5 | 0.374999995 |
Lutcher C-3D | 24-14S-11W |
| 17023017710000 | 105022 | shut -in |
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Vincent Est #3/3D | 18-14S-10W | P2/P3 | gas | 17023017490000 | 66840 71338 | shut -in | 0.5 | 0.39999987 | 0.5 | 0.39999987 |
Lutcher C-13 | 24-14S-11W | 8750 | gas | 17023205230000 | 212038 | shut -in | 0.5 | 0.374999995 | 0.5 | 0.374999995 |
Vincent Est #2 | 18-14S-10W | P3 | gas | 17023017480000 | 51999 | shut -in | 0.5 3 |
0.437499875 | 0.375 3 | 0.328125 |
Lutcher C-1 | 24-14S-11W | P2 | gas | 17023017690000 | 32434 | shut-in | 0.375 | 0.324218625 | 0.375 | 0.32421862 |
Lutcher C-1D | 24-14S-11W | P2 | gas | 17023017690000 | 106527 | shut-in |
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Lutcher C-11 | 24-14S-11W | SWD | SWD | 17023202390000 | 126049 | SWD | 0.5 |
1 The BPO WI includes the 50% working interest relinquished by Mobil Oil Exploration & Producing Southeast Inc. (“MOEPSI”) for non-consenting operations in the TEPI #1 well. Upon payout of the non-consent penalty amount for the TEPI #1 well, the 50% working interest in such well shall automatically revert to MOEPSI. As of April 30, 2022, the balance for such non-consent penalty was $☑. The APO WI does reflect payout of MOEPSI’s non-consent penalty balance for the TEPI #1 well. Additionally, pursuant to that certain Joint Venture Agreement dated effective May 29, 2003, as amended, by and between Legacy Resources Co., L.P. (“Legacy”) and MOEPSI, Legacy is entitled to a 40% gross working interest in completions at productive intervals encountered above the P-1 formation, as encountered at a measured depth of 10,385’ in the Texas Company Miami Corp. #5 (13-14S-11W).
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2 Pursuant to that certain Oil and Gas Lease dated effective December 5, 2001 from Chevron U.S.A. Inc. (“Chevron”), as Lessor, to MOEPSI, as Lessee, upon payout of the TEPI #1 well, Chevron may elect to increase the lessor’s royalty from 25% to 30%, or assume a 25% working interest in such well. This APO NRI interest is based on Legacy’s assumption that Chevron will elect to increase the lessor’s royalty as opposed to assume a 25% working interest. If Legacy’s assumption is incorrect, then the APO WI and APO NRI for this well will need to be revised accordingly. As of April 30, 2022, Chevron’s reversionary interest payout balance was $[ ]. Upon payout of MOEPSI’s non-consent penalty for the TEPI #1 well, assuming Chevron elects to increase the lessor’s royalty, the APO NRI for the TEPI #1 well shall be 35%.
3 The BPO WI includes the 25% working interest relinquished by MOEPSI for non-consenting operations in the Vincent Est #2 well. Upon payout of the non-consent penalty amount for the Vincent Est #2 well, a 25% working interest in such well shall automatically revert to MOEPSI. As of April 30, 2022, the balance for such non-consent penalty was $[ ]. The APO WI reflects payout of MOEPSI’s non-consent penalty balance for the Vincent Est #2 well.
Note: For purposes of the Purchase and Sale Agreement, references therein to Seller’s Working Interest or Seller’s Net Revenue Interest, as set forth on Exhibit A or on Schedule 2.5, includes the matters set forth in the footnotes to Exhibit A and Schedule 2.5 and, as such, the matters set forth in those footnotes will not form the basis of a “Title Defect” or serve to diminish Seller’s “Defensible Title”, as such terms are defined in the Purchase and Sale Agreement.
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Exhibit B
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Contracts
Joint Venture/Farmout Agreements:
1. | Farmout Agreement dated August 11, 2004, effective December 5, 2001, as amended, by and between Chevron U.S.A. Inc. and Mobil Exploration & Production Southeast Inc.; |
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2. | Farmout/Participation Agreement Proposal – East Mud Lake Field Area, dated December 5, 2001, from Texaco Exploration and Production Inc. to ExxonMobil Production Company; |
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3. | Amendment to Letter of Intent – East Mud Lake Area, dated July 1, 2002, from ExxonMobil Production Company to ChevronTexaco Exploration and Production Company; |
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4. | Amendment to Letter of Intent – East Mud Lake Area, dated March 20, 2003, from ExxonMobil Production Company to Chevron U.S.A. Inc.; |
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5. | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; |
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6. | Amendment to Joint Venture Agreement – East Mud Lake Field, dated June 1, 2004, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; and |
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7. | Consent to Assign – TEPI #1, East Mud Lake, dated January 19, 2015, from Chevron U.S.A. Inc. to Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Assignments:
1. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana; |
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2. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana; |
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3. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; |
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4. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana; |
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5. | Assignment and Bill of Sale dated May 19, 2015, but effective December 5, 2001, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335812 of the Conveyance Book of Cameron Parish, Louisiana; |
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6. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; |
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7. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana; and |
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8. | Assignment and Bill of Sale – EM Contract No. 6004154, dated May 2, 2011, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on _______, 2018, as File No. ________ of the Conveyance Book of Cameron Parish, Louisiana. |
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9. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
Marketing/Transportation Agreements:
1. | Marketing Agency Agreement between Upstream Energy Services LLC and Petrodome Operating, LLC, dated as of November 1, 2021, and revised effective March 1, 2022. |
Surface Rights:
1. | Sabine National Wildlife Refuge Oil and Gas Special Use Permit dated effective 8/7/2018 between U.S. Fish and Wildlife Service and Legacy Resources Co., L.P. |
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2. | Pipeline Permit dated effective August 1, 2003, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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3. | Pipeline Permit dated effective May 1, 2006, from Apache Louisiana Minerals LLC, as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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4. | Pipeline Permit dated effective July 1, 2009, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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5. | Road Access Permit dated effective January 1, 2010, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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6. | Pipeline Permit dated effective June 1, 2011, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; and |
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7. | Amendment to Pipeline Permit dated effective May 28, 2010, by and between Apache Corporation and Legacy Resources Co., L.P. |
Compressor Rental Agreements:
1. Agreement with J-W Power Company regarding J-W Unit #4291.
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Schedule 4.6
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Proceedings
NONE
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Schedule 4.9
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Compliance with Laws
NONE
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Schedule 4.15
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Preferential Rights to Purchase
Well Name | PRP | Contract |
TEPI #1 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Lutcher C-1 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Lutcher C-11 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Lutcher C-13 | none |
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Lutcher C-3 | none |
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Lutcher C-7 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Vincent Est #2 | 30 day period with MOEPSI | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Vincent Est #3/3D | none |
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Schedule 4.17
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Production Proceeds
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Schedule 6.4
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Third Party Consents
Well Name | Third Party Consents |
TEPI #1 | Lessor/Chevron, ROW Consent with LMD Inv. L.P., Wichita Partnership, LTD, and Apache Louisiana Minerals |
Lutcher C-1 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-11 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-13 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-3 | Lessors of Lutcher Moore Lease-Apache Corp, LMD Investments, Betsy Mecom, L. Mecom 81, LLC, W&T Offshore, LLC, Wichita Partnership Ltd., Moses Gulf Coast Holdings |
Lutcher C-7 | Lessors of Lutcher Moore Lease, ROW consent with Apache Louisiana Minerals |
Vincent Est #2 | ROW Consent with LMD Inv. L.P., Wichita Partnership, LTD, and Apache Louisiana Minerals |
Vincent Est #3/3D | ROW Consent with LMD Inv. L.P., Wichita Partnership, LTD, and Apache Louisiana Minerals |
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Schedule 7.10
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Seller Bonds
Property/Well Name | Bond Number | P&A Bonding Amount Requirements from MOEPSI |
Lutcher C-7 | 7590884 | $75,000 |
Lutcher C-3 | 7613930 | $120,000 |
Vincent Est #3/3D | 7613928 | $120,000 |
Lutcher C-13 | 7613931 | $120,000 |
Vincent Est #2 | 7594021 | $75,000 |
Lutcher C-1 | 7598703 | $75,000 |
Lutcher C-11 | 7594011 | $75,000 |
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Schedule 9.1(e)
to Purchase and Sale Agreement,
between Petrodome Louisiana Pipeline, LLC, as Seller,
and WPP Petro, L.L.C., as Buyer,
effective as of June 1, 2022
Form of Conveyance
ASSIGNMENT AND BILL OF SALE
Parish of Cameron
State of Louisiana
This Assignment and Bill of Sale (“Assignment”), is made this day of July, 2022, effective as of June 1, 2022 at 7:00 a.m., local time (“Effective Date”), by and between and Petrodome Louisiana Pipeline, LLC, a Louisiana limited liability company, whose mailing address is 5800 One Perkins Place Drive, Suite 2-B, Baton Rouge, Louisiana 70808 (“Assignor”), and WPP Petro, L.L.C, a Delaware limited liability company, whose mailing address is P.O. Box 835, Pinehurst, Texas 77362 (“Assignee”).
1.
For and in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor does hereby and by these presents transfer, grant, bargain, sell, convey and assign to Assignee the following described properties, rights and interests pertaining to lands situated in the East Mud Lake Field, Cameron Parish, Louisiana (collectively the “Properties”), to-wit:
(a) Fifty percent (50%) all of Assignor's right, title and interest in and to those mineral rights and properties described in Exhibit A attached hereto and made a part hereof for all purposes;
(b) Without limitation of the foregoing but subject to (a) above and less and except the Excluded Assets, as defined below, all other right, title and interest (of whatever kind or character, whether legal or equitable, and whether vested or contingent) of Assignor in and to the oil, gas and other minerals in and under or that may be produced from the lands described in Exhibit A hereto (including interests in oil, gas or mineral leases covering such lands, overriding royalties, production payments, net profits interests, and similar interests, in such lands or such leases, and mineral interests, royalty interests and other interests in such oil, gas and other minerals), whether such lands be described in a description set forth in such Exhibit A or be described in such Exhibit A by reference to another instrument (and without limitation by any depth limitations that may be set forth in such Exhibit A or in any such instrument so referred to for description), even though Assignor's interest in such oil, gas and other minerals and mineral rights may be incorrectly described in, or omitted from, such Exhibit A;
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(c) Subject to (a) above, all right, title and interest of Assignor in and to, or otherwise derived from, all presently existing and valid oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders and in and to the properties covered and the units created thereby (including all units formed under orders, rules, regulations, or other official acts of any federal, state, or other authority having jurisdiction, voluntary unitization agreements, designations and/or declarations) relating to the properties described in paragraphs (a) and (b) above;
(d) Subject to (a) above, all right, title and interest of Assignor in and to all presently existing and valid production sales (and sales related) contracts, confidentiality agreements, operating agreements, equipment agreements and all other agreements and contracts which relate to any of the properties described in paragraphs (a), (b) and (c) above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto), including, without limitation, all of the contracts and agreements identified on Exhibit B hereto (collectively the “Contracts”);
(e) Subject to (a) above, all right, title and interest of Assignor in and to all materials, supplies, machinery, equipment, improvements and other personal property and fixtures (including all wells identified on Exhibit A, wellhead equipment, pumping units, flowlines, tanks, buildings, injection facilities, saltwater disposal facilities, compression facilities, gathering systems, and other equipment), and all easements, rights‑of‑way, surface leases and other surface rights, all permits and licenses, and all other appurtenances being used or held for use in connection with, or otherwise related to, the exploration, development, operation or maintenance of any of the properties described in paragraphs (a), (b) and (c) above, or the treatment, storage, transportation or marketing of production therefrom (or allocated thereto);
(f) All of Seller's lease files, abstracts and title opinions, production records, well files, accounting records (but not including general financial accounting records), seismic records and surveys, gravity maps, electric logs, geological or geophysical data and records, and other files, documents and records of every kind and description which relate to the properties described above (the “Records”).
As used herein: (i) "Oil and Gas Properties" means the properties and interests described in paragraphs (a), (b) and (c) above, save and except for any such properties or assets that are Excluded Assets; (ii) "Properties" means the Oil and Gas Properties plus the rights, properties and interests described in paragraphs (d), (e) and (f) above, save and except for any such properties or assets that are Excluded Assets.
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(g) Subject to (a) above, all funds held in suspense or escrow by Assignor as of the Effective Date pertaining to production obtained from any of the properties described in paragraphs (a), (b) and (c) above, which are owing to third party owners of royalty, overriding royalty, working or other interests in respect of production of hydrocarbons attributable to such properties prior to the Effective Date (“Suspense Funds”).
2.
Notwithstanding anything herein to the contrary, the Properties do not include, and there is expressly excepted and reserved from this Assignment, the following (“Excluded Assets”), to-wit:
(a) Any accounts receivable or accounts payable accruing before the Effective Date including, but not limited to, all payments held in suspense or in escrow, except Suspense Funds, for reasons that are customary in the industry and which payments are attributable to periods of time prior to the Effective Date;
(b) All corporate, financial, tax (including Tax Returns) and legal (other than title) records of Seller;
(c) All oil, gas or other hydrocarbon production from or attributable to the Properties with respect to all periods prior to the Effective Date, all proceeds attributable thereto, and all Hydrocarbons that, at the Effective Date, are owned by Assignor and are in storage or within processing plants;
(d) Any refund of costs, taxes or expenses borne by Assignor or Assignor’s predecessors in title attributable to periods prior to the Effective Date;
(e) Any and all proceeds from the settlements of contract disputes with purchasers of hydrocarbons from the Properties, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to periods of time prior to the Effective Date;
(f) All claims (including insurance claims) and causes of action of Assignor against one or more third parties arising from acts, omission or events occurring prior to the Effective Date and all claims under any joint interest audit attributable to any period prior to the Effective Date;
(g) Any geological, geophysical or seismic data, materials or information, including maps, interpretations records or other technical information related to or based upon any such data, materials or information, and any other asset, data, materials or information, the transfer of which is restricted or prohibited under the terms of any third party license, confidentiality agreement or other agreement or the transfer of which would require the payment of a fee or other consideration to any third party; provided, however, that if any such data, materials or information is transferable upon payment of a fee or other consideration, and if Buyer has paid or agreed to pay such fee or other consideration within one (1) year after the Closing Date, then such data, materials or information shall be transferred to Buyer and considered to be part of the Properties. This obligation will remain in effect for one (1) year after Closing;
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(h) All of Assignor's proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property;
(i) All documents and instruments of Assignor that may be protected by an attorney-client privilege (exclusive of title opinions in respect of the Properties); and
(j) All (i) correspondence or other documents or instruments of Assignor relating to the negotiation of this Agreement, (ii) lists of other prospective purchasers of Assignor (excluding a list of third parties who signed a confidentiality agreement in relation to the Properties) or the Properties compiled by Assignor, (iii) bids submitted to Assignor by other prospective purchasers of Assignor or the Properties, (iv) analyses by Assignor or any Affiliates thereof submitted by other prospective purchasers of Assignor or the Properties, and (v) correspondence between or among Assignor or its Affiliates or their respective representatives with respect to, or with, any other prospective purchasers of Assignor or the Properties.
3.
This Assignment is expressly made subject to the terms and provisions of that certain Purchase and Sale Agreement, dated as of July 5, 2022, executed by and between Petrodome Louisiana Pipeline, LLC and the counterparty thereto (the “Agreement”). In the event of any conflict or inconsistency between the terms and provisions of this Assignment and the terms and provisions of the Agreement, the terms and provisions of the Agreement shall control. Any capitalized terms used in this Assignment but not defined herein shall be as defined or shall have the meaning set forth in the Agreement. The Purchase Agreement provides, inter alia, the Assignor will retain responsibility for certain obligations, including, without limitation, obligations associated with funds required to be held in suspense, related to the ownership, use or operation of the Assets that arise, accrue or are attributable to periods prior to the Effective Time.
4.
This Assignment is made without warranty of title, express or implied, except as to claims by, through and under Assignor but not otherwise. This Assignment is made subject to the Contracts and Assignee assumes the obligations and liabilities of Assignor thereunder subject to, in accordance with and conditioned by all of the terms and provisions of the Agreement. Assignee agrees to comply with all of the terms and provisions of the Contracts and with all applicable governmental laws, orders and regulations.
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5.
Subject to Assignor’s representations and warranties set forth in this Assignment and in the Agreement, Assignorhereby expressly disclaims any and all representations or warranties with respect to the Properties in the following manner:
Assignee agrees that the Properties are being sold by Assignor "WHERE IS" and "AS IS", with all faults. Specifically as a part of (but not in limitation of) the foregoing, Assignee acknowledges that Assignor has not made, and Assignor hereby expressly disclaims, any representation or warranty (express, implied, under common law, by statute or otherwise) as to the title or condition of the Properties (INCLUDING ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS). ASSIGNOR MAKES NO REPRESENTATION OR WARRANTY AS TO (I) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES (IF ANY) IN, UNDER, OR ATTRIBUTABLE TO THE PROPERTIES, (II) THE PHYSICAL, OPERATING, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, BOTH SURFACE AND SUBSURFACE, INCLUDING MATTERS RELATED TO THE PRESENCE, RELEASE OR DISPOSAL OF HAZARDOUS MATERIALS, SOLID WASTES, ASBESTOS OR NATURALLY OCCURRING RADIOACTIVE MATERIALS OR (III) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE PROPERTIES OR ANY VALUE THEREOF. ASSIGNOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY, OR IMPLIED, AS TO (A) THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO ASSIGNEE IN CONNECTION WITH THE PROPERTIES OR OTHERWISE CONSTITUTING A PORTION OF THE PROPERTIES; (B) THE PRESENCE, QUALITY, AND QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES; (C) THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, INCLUDING PRODUCTION RATES, DECLINE RATES, AND RECOMPLETION OPPORTUNITIES; (D) PAYOUT ACCOUNT INFORMATION, ALLOWABLES, OR OTHER REGULATORY MATTERS, (E) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES, (F) THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, (G) ANY PROJECTIONS AS TO EVENTS THAT COULD OR COULD NOT OCCUR.
6.
This Assignment may be executed in any number of counterparts, each of which shall be binding on the parties or party so signing, and shall be binding upon and inure to the benefit of Assignor and Assignee, and their respective successors and assigns.
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IN WITNESS WHEREOF, this Assignment is executed by the parties on the date first above written in the presence of the undersigned competent witnesses.
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ACKNOWLEDGEMENTS
STATE OF LOUISIANA
PARISH OF |
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On this __ day of __________, 2022 personally appeared__________ , before me, the undersigned Notary Public in and for the said County/Parish and State, the within named, personally known to me to be the same person whose same is subscribed to the foregoing instrument as the__________ of Petrodome Louisiana Pipeline, LLC, and acknowledged that he, being thereunto duly authorized, signed and delivered said instrument as the voluntary act and deed of said limited liability company on the date and year therein mentioned.
Given under my hand and official seal as of the date and year last above written.
Notary Public | |||
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Notary Identification No.______________________________________ |
STATE OF |
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PARISH/COUNTY OF |
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On this __ day of __________, 2022 personally appeared , before me, the undersigned Notary Public in and for the said County/Parish and State, the within named , personally known to me to be the same person whose same is subscribed to the foregoing instrument as the of WPP Petro, L.L.C., and acknowledged that he, being thereunto duly authorized, signed and delivered said instrument as the voluntary act and deed of said limited liability company on the date and year therein mentioned.
Given under my hand and official seal as of the date and year last above written.
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| My Commission expires on ____________________________________ |
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Exhibit A
to Assignment and Bill of Sale,
between Petrodome Louisiana Pipeline, LLC, as Assignor,
and WPP Petro, L.L.C., as Assignee,
effective as of June 1, 2022
Part I: Leases
1. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded Book/Entry |
| 3008568-001 | The Lutcher & Moore Lumber Co. | 12/7/1944 | 54/397 |
INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to the following, to wit:
F. Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana;
G. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana;
H. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; and
I. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana.
J. Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
2. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded File No. |
| 1028685 | Chevron U.S.A. Inc. | 12/5/2001 | 334491 |
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INSOFAR AND ONLY INSOFAR as such lease covers the interest Assignor acquired pursuant to that certain Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
3. | MOEPSI Lease No. | Grantor/Lessor | Effective Date | Recorded Book/Entry |
| 3008569-001 | Carlyss Vincent Henry | 11/17/1944 | 57/426 |
| 3008569-002 | Heather Wetherill Dean | 11/17/1944 | 57/433 |
| 3008569-003 | Levy Vincent | 11/17/1944 | 57/437 |
| 3008569-004 | Wellington S. Vincent & Clarence Vincent | 11/25/1944 | 57/430 |
| 3008569-005 | Albert Vincent, et al. | 11/17/1944 | 57/421 |
| 3008569-006 | Etha Bell Vincent Wade & H. C. Wade | 2/14/1945 | 58/317 |
| 3008569-007 | Esther Vincent Henning | 2/14/1945 | 58/320 |
| 3008569-008 | Leonard Wing, Swinford Wing, Ira Wing, Irene Wing Ellender, D. L. Broadus, and D. F. Sanders | 11/11/1946 | 62/331 |
INSOFAR AND ONLY INSOFAR as such leases cover the interest Assignor acquired pursuant to the following, to wit:
D. Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; and
E. Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana.
F. Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana.
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Part II: Wells
Well Name | Section, Township, Range | Current Formation | Well Type | API Number | State Well ID Number | Status |
TEPI #1 | 13-14S-11W | A-1 Lower | gas | 17023228450000 | 227687 | producing |
Lutcher C-7 | 24-14S-11W | A-1 Lower | gas | 17023017720000 | 50748 | producing |
Lutcher C-7D | 24-14S-11W |
| 17023017720000 | 53383 | shut -in | |
Lutcher C-3 | 24-14S-11W | 8600 | oil | 17023017710000 | 34665 | producing |
Lutcher C-3D | 24-14S-11W |
| 17023017710000 | 105022 | shut -in | |
Vincent Est #3/3D | 18-14S-10W | P2/P3 | gas | 17023017490000 | 66840 71338 | shut -in |
Lutcher C-13 | 24-14S-11W | 8750 | gas | 17023205230000 | 212038 | shut -in |
Vincent Est #2 | 18-14S-10W | P3 | gas | 17023017480000 | 51999 | shut -in |
Lutcher C-1 | 24-14S-11W | P2 | gas | 17023017690000 | 32434 | shut-in |
Lutcher C-1D | 24-14S-11W | P2 | gas | 17023017690000 | 106527 | shut-in |
Lutcher C-11 | 24-14S-11W | SWD | SWD | 17023202390000 | 126049 | SWD |
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Exhibit B
to Assignment and Bill of Sale,
between Petrodome Louisiana Pipeline, LLC, as Assignor,
and WPP Petro, L.L.C., as Assignee,
effective as of June 1, 2022
Contracts
Joint Venture/Farmout Agreements:
8. | Farmout Agreement dated August 11, 2004, effective December 5, 2001, as amended, by and between Chevron U.S.A. Inc. and Mobil Exploration & Production Southeast Inc.; |
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9. | Farmout/Participation Agreement Proposal – East Mud Lake Field Area, dated December 5, 2001, from Texaco Exploration and Production Inc. to ExxonMobil Production Company; |
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10. | Amendment to Letter of Intent – East Mud Lake Area, dated July 1, 2002, from ExxonMobil Production Company to ChevronTexaco Exploration and Production Company; |
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11. | Amendment to Letter of Intent – East Mud Lake Area, dated March 20, 2003, from ExxonMobil Production Company to Chevron U.S.A. Inc.; |
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12. | Joint Venture Agreement – East Mud Lake Field [a/k/a Trade Agreement ExxonMobil Contract No. 1030094], dated effective as of May 29, 2003, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; |
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13. | Amendment to Joint Venture Agreement – East Mud Lake Field, dated June 1, 2004, by and between Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P.; and |
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14. | Consent to Assign – TEPI #1, East Mud Lake, dated January 19, 2015, from Chevron U.S.A. Inc. to Mobil Exploration & Production Southeast Inc. and Legacy Resources Co., L.P. |
Assignments:
10. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318131 of the Conveyance Book of Cameron Parish, Louisiana; |
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11. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335813 of the Conveyance Book of Cameron Parish, Louisiana; |
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12. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335814 of the Conveyance Book of Cameron Parish, Louisiana; |
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13. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335816 of the Conveyance Book of Cameron Parish, Louisiana; |
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14. | Assignment and Bill of Sale dated May 19, 2015, but effective December 5, 2001, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335812 of the Conveyance Book of Cameron Parish, Louisiana; |
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15. | Assignment and Bill of Sale dated March 4, 2010, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on March 8, 2010, as File No. 318130 of the Conveyance Book of Cameron Parish, Louisiana; |
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16. | Assignment and Bill of Sale dated May 19, 2015, but effective June 1, 2004, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on May 27, 2015, as File No. 335815 of the Conveyance Book of Cameron Parish, Louisiana; and |
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17. | Assignment and Bill of Sale – EM Contract No. 6004154, dated May 2, 2011, from Mobil Oil Exploration & Producing Southeast Inc., as Assignor, to Legacy Resources Co., L.P., as Assignee, filed on _______, 2018, as File No. ________ of the Conveyance Book of Cameron Parish, Louisiana. |
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18. | Assignment and Bill of Sale dated May 10, 2019, but effective March 1, 2019, from Legacy Resources Co., L.P., as Assignor, to Petrodome Louisiana Pipeline, LLC, as Assignee, filed on May 14, 2019, as File No. 345403 of the Conveyance Book of Cameron Parish, Louisiana. |
Marketing/Transportation Agreements:
2. | Marketing Agency Agreement between Upstream Energy Services LLC and Petrodome Operating, LLC, dated as of November 1, 2021, and revised effective March 1, 2022. |
Surface Rights:
8. | Sabine National Wildlife Refuge Oil and Gas Special Use Permit dated effective 8/7/2018 between U.S. Fish and Wildlife Service and Legacy Resources Co., L.P. |
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9. | Pipeline Permit dated effective August 1, 2003, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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10. | Pipeline Permit dated effective May 1, 2006, from Apache Louisiana Minerals LLC, as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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11. | Pipeline Permit dated effective July 1, 2009, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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12. | Road Access Permit dated effective January 1, 2010, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; |
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13. | Pipeline Permit dated effective June 1, 2011, from Apache Louisiana Minerals LLC, LMD Investments Limited Partnership and Wichita Partnership, Ltd., as Grantor, to Legacy Resources Co., L.P., as Grantee; and |
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14. | Amendment to Pipeline Permit dated effective May 28, 2010, by and between Apache Corporation and Legacy Resources Co., L.P. |
Compressor Rental Agreements:
Agreement with J-W Power Company regarding J-W Unit #4291.
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