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Title: |
Agreement for Purchase and Sale |
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Entities: |
Crested Corp.; U.S. Energy Corp.; Western Gas Resources Inc. |
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Date: |
2004 |
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Size: |
Preview shows 15KB of 90KB total |
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Price: |
$60 |
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ID: |
#906504 |
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<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
AGREEMENT FOR PURCHASE AND SALE
BY AND BETWEEN
HI-PRO PRODUCTION, LLC
as Seller
and
ROCKY MOUNTAIN GAS, INC.
as Buyer
December 18, 2003
<PAGE>
TABLE OF CONTENTS
Page
1. Sale and Purchase of the Gas Properties
1.1. The Gas Properties 1
1.2. Excluded Assets 2
2. Purchase Price 3
2.1. Basic Amount 3
2.2. Adjustments to Purchase Price 3
2.3. Closing Statement 4
2.4. Title Procedure 4
3. Representations and Warranties of Seller 4
3.1. Organization 4
3.2. Authority and Authorization 4
3.3. Enforceability 4
3.4 Conflicts 4
3.5. Contracts 5
3.6. Litigation and Claims 5
3.7. Approvals and Preferential Rights 5
3.8. Compliance with Law and Permits 5
3.9. Environmental Compliance 6
3.10. Status of Contracts 6
3.11. Production Burdens, Taxes, Expenses and Revenues 6
3.12. Current Commitments 6
3.13. Liens and Encumbrances 7
4. Representations and Warranties of Buyer 7
4.1. Organization 7
4.2. Authorization and Authority 7
4.3. Enforceability 7
4.4. Conflicts 7
4.5. Reliance 8
4.6. Qualified Leaseholder 8
4.7. Qualified Purchaser 8
4.8. Available Funds 8
5. Covenants of Seller Pending Closing 8
5.1. Conduct of Business Pending Closing 8
5.2. Access 9
5.3 Notification 9
6. Covenants of Buyer Pending Closing 9
6.1. Notifications 9
6.2. Governmental Bonds 10
7. Conditions Precedent to the Obligations of Buyer 10
7.1. Representations and Warranties 10
7.2. Compliance 10
7.3. Consents 10
7.4. No Pending Suits 10
7.5. Liens and Encumbrances 10
8. Conditions Precedent to the Obligations of Seller 10
8.1. Representations and Warranties 10
8.2. Compliance 10
8.3. Consents 11
8.4. No Pending Suits 11
9. Closing 11
9.1 The Closing 11
9.2. Documents to be Delivered at Closing 11
9.3. Possession 12
9.4. Payment of Purchase Price 12
10. Termination 12
10.1. Events of Termination 12
11. Taxes, Prorations and Assumption of Obligations 12
11.1. Tax Prorations 12
11.1.1 Severance/Ad Valorem Taxes 13
11.1.2 Conservation Taxes 13
11.2 Assumption of Obligations 13
11.3 Suspense and/or Escrow Accounts 13
11.4 Gas Transactions 14
12. Final Accounting 14
12.1. Settlement Statement 14
12.2. Arbitration of Final Settlement 14
12.3. Payment 14
13. Survival and Indemnification 15
13.1. Survival 15
13.2. Liabilities 15
13.3. Indemnification by Seller 15
13.4. Indemnification by Buyer 15
13.5. Liability Limitations 16
13.6. Waiver of Representations 18
14. Environmental Review and Remedies for Environmental Defects 19
14.1. Environmental Review 19
14.2. Conduct of Review 20
15. Further Assurances 20
15.1. General 20
15.2. Filings, Notices and Certain Governmental Approvals 20
15.3. Logos and Names 20
16. Access by Buyer after Closing 20
17. Notices 21
18. Assignment 22
19. Governing Law 22
20. Expenses and Fees 22
21. Integration 22
22. Waiver or Modification 22
23. Headings 23
24. Invalid Provisions 23
25. Waiver of Jury Trial 23
26. Multiple Counterparts 23
27. Confidentiality. 23
<PAGE>
TABLE OF DEFINED TERMS
Term Section
---- -------
Adjusted Purchase Price 2.1
Agreement Page 1
Business Day 17
Buyer Page 1
Buyer Indemnified Parties 13.3
Closing 9.1
Closing Date 9.1
Closing Period 2.2.1
Closing Statement 2.3
Contracts 1.1.7
Data 1.1.6
Dispute 28.1
Effective Date 1
Equipment 1.1.5
Equitable Limitations 3.3
Excluded Assets 1.2
Final Settlement Statement 12.1
Liabilities 13.2
Gas Properties 1.1.1
Permits 1.1.8
Properties 1
Purchase Price 2.1
Seller Page 1
Seller Indemnified Parties 13.4
Substances 1.1.3
Surface Rights 1.1.4
Wells 1.1.2
<PAGE>
AGREEMENT FOR PURCHASE AND SALE
This Agreement for Purchase and Sale ("Agreement") is made and entered
into on this the 18th day of December, 2003, by and between Hi-Pro Production,
LLC ("Seller"), and Rocky Mountain Gas, Inc. ("Buyer").
1. SALE AND PURCHASE OF THE PROPERTIES. Subject to the terms and conditions
-----------------------------------
and for the consideration herein set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller agrees to sell, assign, convey and deliver to Buyer, and Buyer agrees to
purchase and acquire from Seller at Closing, but effective as of 8:00 a.m. at
the location of each of the Gas Properties on November 1, 2003 (the "Effective
Date"), all of the interest of Seller in and to the following properties, other
than the Excluded Assets ("Proper-ties"):
1.1. THE PROPERTIES.
---------------
1.1.1. GAS PROPERTIES. All right, title and interest in and to any
---------------
agreements or contracts granting the right or option to explore for and produce
coalbed methane gas, including but not limited to lease-hold interests, fee
mineral interests or operating rights in the oil and gas and coalbed methane gas
leases described in Part I of the Exhibit (the "Gas Properties").
1.1.2. WELLS. All coalbed methane gas wells located on the Gas
-----
Properties, whether producing, operating, shut-in or temporarily abandoned
(the "Wells").
1.1.3. SEVERED SUBSTANCES. All severed coalbed methane gas produced
-------------------
from the Gas Properties and sold on or after the Effective Date (the
"Substances").
1.1.4. SURFACE RIGHTS. All surface use agreements, right-of-way
---------------
agreements or other agreements relating to the use or ownership of surface
properties that are used or held for use for access, roads, discharge of water,
pipelines, flow lines, or any other purpose in connection with the production of
Substances from the Gas Properties, including the rights-of-way agreements and
other agreements described in the Exhibit and all fee interests in those surface
parcels described on the Exhibit (the "Surface Rights").
1.1.5. EQUIPMENT. All equipment, fixtures and physical facilities of
---------
every type and description located on the Gas Properties (the "Equipment").
1.1.6. INFORMATION AND DATA. All engineering, geological and
----------------------
geophysical data, title opinions, lease and land files, filings with and reports
to regulatory agencies, gas and sales contract files, division order files and
other books, files and records to the extent that they are related to Gas
Properties and the transfer thereof is not prohibited by existing contractual
obligations (the "Data").
1.1.7. CONTRACTS. All con-tracts and arrangements that relate to the
---------
Gas Properties and the production, storage, treatment, transportation,
processing, purchase, sale, disposal or other disposition of Substances
therefrom, including but not limited to joint operating agreements, pooling
agreements, communitization agreements, unit agreements and farmouts, and any
and all amendments, ratifications or extensions of the fore-going, to the extent
that any of the foregoing relate to periods on or after the Effective Date (the
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