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Document Preview Bill of Sale and Assignment |
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Title: |
Bill of Sale and Assignment |
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Date: |
2006 |
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10KB total |
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Price: |
$32 |
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ID: |
#2398844 |
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BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT (this Assignment) is entered into this 30th day of November 2005, by and between GEOLEASE PARTNERS, L.P., a Delaware limited partnership (Assignor), and GEOKINETICS INC., a Delaware corporation (Assignee), whose mailing address is One Riverway, Suite 2100, Houston, Texas 77056.
RECITALS:
WHEREAS, Assignor owns certain units of equipment (the Equipment) described on Exhibit A attached hereto and made a part hereof for all purposes;
WHEREAS, the Equipment is the subject matter of that certain Lease Agreement dated October 1, 1999, as amended and restated as of May 2, 2003, by and between Assignor, as Lessor, and Assignee, as Lessee (the Lease), a copy of which is attached hereto as Exhibit B;
WHEREAS, Assignee desires to prepay all obligations under the Lease and to acquire title to the Equipment;
NOW, THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS THAT:
FOR AND IN GOOD AND VALUABLE CONSIDERATION, paid by Assignee to Assignor, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby BARGAIN, SELL, ASSIGN, CONVEY, TRANSFER, SET-OVER and DELIVER unto Assignee, its successors and assigns, all of the Equipment and all assignable warranties, bonds, guaranties (express or implied), indemnities and claims (collectively, the Warranties) issued in connection with, arising out of or relating to the Equipment. Collectively, the Equipment and the Warranties are hereinafter referred to as the Assets.
TO HAVE AND TO HOLD the Assets unto Assignee, its successors and assigns, forever, and Assignor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND, all and singular, title to the Assets unto Assignee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, by, through or under Assignor.
1. Assignors Representations and Warranties. Assignor represents and warrants to Assignee that:
(a) Organization. Assignor is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware; has the requisite partnership power to carry on its business as it is now being conducted.
(b) Authority. Assignor has all requisite partnership power and authority to execute and deliver this Assignment and to perform its obligations under this Assignment. The execution, delivery and performance of this Assignment have been duly and validly authorized by all requisite partnership action on the part of Assignor.
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