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Title: |
Asset Purchase Agreement |
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Date: |
2006 |
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Preview shows 13KB of 191KB total |
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$74 |
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#2255348 |
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ASSET PURCHASE AGREEMENT
BY AND AMONG
J&P FAMILY PROPERTIES, LTD.,
LARA ENERGY, INC., SELLERS
AND
GULF COAST OIL CORPORATION,
BUYER
{PAGE}
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS 1
ARTICLE 2. SALE AND TRANSFER OF ASSETS: CLOSING 7
2.01. ASSETS. 7
2.02. PURCHASE PRICE. 7
2.03. CLOSING. 7
2.04. CLOSING OBLIGATIONS. 7
2.05. ALLOCATIONS AND ADJUSTMENTS. 9
2.06. ASSUMPTION. 11
2.07. DELIVERY OF RECORDS. 11
2.08. SUSPENDED FUNDS. 12
2.09. AGREEMENT REGARDING FUTURE ACTIVITY IN THE AREA OF
MUTUAL INTEREST 13
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF SELLERS 13
3.01. ORGANIZATION AND GOOD STANDING. 13
3.02. AUTHORITY; NO CONFLICT. 13
3.03. BANKRUPTCY. 14
3.04. TAXES. 14
3.05. LEGAL PROCEEDINGS; ORDERS. 15
3.06. ENVIRONMENTAL. 15
3.07. PERSONAL PROPERTY. 15
3.08. TITLE TO PROPERTIES. 16
3.09. BROKERS. 16
3.10. TAX SHARING AGREEMENTS. 16
3.11. CONSENTS. 16
3.12. GAS IMBALANCES, PREPAYMENT ARRANGEMENTS; TAKE-OR-PAY. 16
3.13. STATUS OF LEASES. 16
3.14. CONTRACTS. 16
ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF BUYER 17
4.01. ORGANIZATION AND GOOD STANDING. 17
4.02. AUTHORITY; NO CONFLICT. 17
4.03. CERTAIN PROCEEDINGS. 18
4.04. KNOWLEDGEABLE INVESTOR. 18
4.05. SECURITIES LAWS. 18
4.06. DUE DILIGENCE 18
4.07. BASIS OF BUYER'S DECISION 18
4.08. MATERIAL FACTOR 18
ARTICLE 5. CONVENANTS OF SELLERS 19
5.01. ACCESS AND INVESTIGATION. 19
5.02. OPERATION OF THE ASSETS. 19
5.03. INSURANCE. 20
5.04. CONSENT AND WAIVERS. 20
5.05. EXTRAORDINARY EVENTS. 20
5.06. MATERIAL FACTOR. 21
{PAGE}
ARTICLE 6. CONVENANTS OF BUYER 21
6.01. NOTIFICATION. 21
ARTICLE 7. IDEMNIFICIATION; REMEDIES 21
7.01. SURVIVAL. 21
7.02. INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS;
JOINT AND SEVERAL LIABILITY OF MR. JOHN E. HEARN, JR.
AND MR. JIM WHEELER 2
7.03. INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. 22
7.04. TIME LIMITATIONS. 23
7.05. LIMITATIONS ON AMOUNT--SELLERS. 23
7.06. LIMITATIONS ON AMOUNT--BUYER. 23
7.07. PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 23
7.08. PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS. 24
7.09. EXTENT OF REPRESENTATIONS AND WARRANTIES. 24
7.10. COMPLIANCE WITH EXPRESS NEGLIGENCE TEST. 25
7.11. LIMITATIONS OF LIABILITY. 25
ARTICLE 8. TITLE MATTERS AND ENVIRONMENTAL MATTERS 26
8.01. TITLE EXAMINATION AND ACCESS. 26
8.02. DEFENSIBLE TITLE. 26
8.03. TITLE DEFECTS. 27
8.04. ADJUSTMENTS. 27
8.05. ENVIRONMENTAL AUDIT 27
8.06. REMEDIES FOR VIOLATIONS OF ENVIRONMENTAL LAWS 28
8.07. RIGHT OF TERMINATION. 28
8.08. DISPUTES. 28
8.09. CASUALTY LOSS AND CONDEMNATION. 29
8.10. SECURING ASSIGNMENT OF WHEELER ASSIGNMENt 30
ARTICLE 9. GENERAL PROVISIONS 30
9.01. EXPENSES. 30
9.02. NOTICES. 30
9.03. JURISDICTION; SERVICE OF PROCESS. 31
9.04. FURTHER ASSURANCES. 31
9.05. WAIVER. 31
9.06. ENTIRE AGREEMENT AND MODIFICATION. 32
9.07. ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. 32
9.08. SEVERABILITY. 32
9.09. SECTION HEADINGS, CONSTRUCTION. 32
9.10. TIME OF ESSENCE. 32
9.11. GOVERNING LAW. 33
9.12. COUNTERPARTS. 33
9.13. WAIVER OF TEXAS DECEPTIVE TRADE PRACTICES - CONSUMER
PROTECTION ACT. 33
9.14. ARBITRATION. 33
9.15. TAX DEFERRED EXCHANGE. 34
9.16. PRESS RELEASE. 34
{PAGE}
ASSET PURCHASE AGREEMENT
------------------------
This Asset Purchase Agreement ("Agreement") is made as of June 30, 2006, by
and among J&P FAMILY PROPERTIES, LTD., a Texas Limited Partnership, LARA ENERGY,
INC., a Texas corporation, (collectively "SELLERS") and GULF COAST OIL
CORPORATION, a Delaware corporation ("BUYER").
RECITALS
Sellers desire to sell and Buyer desires to purchase, undivided interests
in certain oil, gas, and mineral properties and related assets and contracts,
for the consideration and on the terms set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, in addition to the other Capitalized terms
defined herein, the following terms have the meanings specified or referred to
in this Article 1:
"AFFILIATE" -- any Person directly or indirectly controlled by,
---------
controlling, or under common control with, Buyer or Sellers, including any
subsidiary of Buyer or Sellers and any "affiliate" of Buyer or Sellers within
the meaning of Reg. Sec.240.12b-2 of the Securities Exchange Act of 1934, as
amended, with "control," as used in this definition, meaning possession,
directly or indirectly, of the power to direct or cause the direction of
management, policies or action through ownership of voting securities, contract,
voting trust, or membership in management or in the group appointing or electing
management or otherwise through formal or informal arrangements or business
relationships.
"ALLOCATED VALUES" --the values assigned among the Asset categories set
-----------------
forth on Schedule 2.02.
"ASSETS" -the Subject Leases, Wells, and Contracts.
------
"BREACH"--a "Breach" of a representation, warranty, covenant, obligation,
------
or other provision of this Agreement or any instrument delivered pursuant to
this Agreement will be deemed to have occurred if there is or has been any
inaccuracy in or breach of, or any failure to perform or comply with, such
representation, warranty, covenant, obligation, or other provision.
1
{PAGE}
"BUYER'S CLOSING DOCUMENTS"--as defined in Section 4.02.
---------------------------
"CAPITAL EXPENDITURES"-The cost to drill, complete and hook up to sales,
---------------------
all wells drilled after the Effective Time.
"CLOSING"--as defined in Section 2.03.
-------
"CLOSING DATE"--the date and time as of which the Closing actually takes
-------------
place.
"CONSENT"--any approval, consent, ratification, waiver, or other
------
authorization (including any Governmental Authorization) relating to the
conveyance of the Assets or a portion thereof.
"CONTEMPLATED TRANSACTIONS"--all of the transactions contemplated by this
-------------------------
Agreement, including, but not limited to:
(a) the sale of the Assets by Sellers to Buyer;
(b) the execution, delivery, and performance of the Instruments of
Conveyance and all other instruments and documents required under this
Agreement;
(c) the performance by Buyer and Sellers of their respective
covenants and obligations under this Agreement; and
(d) Buyer's acquisition, ownership, and exercise of control over the
Assets.
"CONTRACT"--any written agreement or contract that is legally binding
--------
relating to the Subject Leases or Wells, including without limitation, those
listed on EXHIBIT B.
"DAMAGES"--as defined in Section 7.02.
-------
"DEFENSIBLE TITLE"--as defined in Section 8.02.
-----------------
"DISCLOSURE SCHEDULE"--the disclosure schedule attached as EXHIBIT D.
--------------------
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