AGREEMENT, ASSIGNMENT AND XXXX OF SALE
WESTSIDE ENERGY, L.P., a Texas limited partnership, whose address is
0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 ("Assignor"), for and in
consideration of the issuance of the "Common Stock" (as such term is defined
herein), the expense reimbursement agreement contained herein, the payment of
Ten and no/100 Dollars ($10.00) and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and subject to the terms and
conditions hereof, hereby grants, sells, assigns, and conveys to EVENTEMP
CORPORATION, a Nevada corporation ("Assignee"), whose address is 0000 Xxxxxxx
Xxxxx, Xxxxxxx, Xxxxx 00000, all of Assignor's right, title and interest
(including, without limitation, overriding royalties and royalties) in and to
the following:
(a) The estates, rights and interests created by the oil and gas
leases and mineral estates described on Exhibit "A" attached
hereto (the "Existing Lease Interests"), subject to any other
royalties, overriding royalties, production payments or other
similar interests burdening the Existing Lease Interests; and
(b) All rights (if any) that Assignor may eventually have under
each lease agreement that results from the acceptance of any
of those outstanding lease offers made by Assignor described
on Exhibit "B" attached hereto (the "Resulting Lease
Interests"); and
(c) All oil, gas, casinghead gas, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons and all products refined
therefrom, together with all minerals produced in association
with these substances in and under and which may be produced
and saved from or attributable to the Existing Lease Interests
or the Resulting Lease Interests, and all rents, issues,
profits, proceeds, products, revenues and other income from or
attributable thereto; and
(d) All the property, rights, privileges, benefits and
appurtenances in any way belonging, incidental to, or
pertaining to the property, interests and rights described
in (a) through (c) including the Existing Lease Interests,
the Resulting Lease Interests and reserves of unproduced
oil and natural gas in place, including, to the extent
transferable, all exploration agreements, letter agreements,
product purchase and sale contracts, surface leases, gas
gathering contracts, processing agreements, compression
agreements, equipment leases, permits, gathering lines,
rights-of-way, easements, licenses, farmouts and farmins,
options, orders, pooling, spacing or consolidation
agreements and operating agreements and all other agreements
relating thereto; and
(e) All of the files, records, data (including seismic data and
related information) and other documentary information
maintained in the normal course of business by Assignor
pertaining to the Existing Lease Interests and the Resulting
Lease Interests (collectively, the "Data") in the format
maintained by Assignor. The Data shall not, however, include
any information, which, if disclosed, would cause Assignor to
breach any contract or agreement. Assignor will use reasonable
efforts to obtain any required consent to disclose such
information; and
(f) All other rights and interests in, to or under or derived from
the property described in (a) through (e), even though
improperly described herein or in the Exhibits. It is the
expressed intent of the parties that all of Assignor's right,
title and interest in any and all of the property described in
(a) through (e), whether or not the same may be correctly
described herein or on the Exhibits hereto be assigned to
Assignee hereunder.
For all purposes hereof, the term "Common Stock" shall mean 700,000
shares of Assignee's common stock.
In consideration of Assignor's assignment of the assets described
above, Assignee agrees to reimburse Assignor reimburse for all actual and
reasonable expenses incurred by Assignor in connection with the offers relating
to the Resulting Lease Interests, up to a maximum reimbursement of $10,000. To
be reimbursed for such expenses, Assignor must present to Assignee documentary
evidence, such as a receipt or a paid xxxx, that states sufficient information
to establish the amount, date, place, and the essential character of the
expenditure for each such expenditure. No expenditure will be reimbursed
pursuant hereto unless the expense is verified as provided above and approved by
the Board of Directors of Assignee, acting with reasonable discretion.
Assignor shall, at any time and from time to time after the date
hereof, upon Assignee's request, execute, acknowledge and deliver or cause to be
executed and delivered, all further documents or instruments necessary to effect
the transaction embodied in this Agreement, Assignment and Xxxx of Sale.
Assignee, its successors and assignees, shall observe, perform and
comply with the terms, provisions, covenants and conditions, express or implied,
relating to the Existing Lease Interests and the Resulting Lease Interests,
together with any related contracts, and all laws, rules, regulations and
orders, both state and federal, applicable to the ownership and enjoyment of the
rights herein assigned. Effective from and after the effective time of this
instrument, Assignee hereby agrees to assume and shall assume, pay and perform
all liabilities and obligations arising in connection with the ownership of or
operations relating to the Existing Lease Interests and the Resulting Lease
Interests. Commencing from and after the effective time of this instrument,
Assignee shall indemnify and hold harmless Assignor against and from any and all
loss, cost, expense, liability or damage (including fees and expenses of
attorneys, technical experts and expert witnesses) incurred or suffered by
Assignor arising out of or relating to Assignee's failure to discharge any such
liabilities and obligations.
Assignor represents and warrants to Assignee as of the date hereof as
follows:
(a) The consummation of the transactions contemplated by this
instrument will not violate, or be in conflict with any
provision of any agreement or instrument to which Assignor is
a party or by which it is bound; and
(b) Assignor is a limited partnership duly organized and validly
existing under the laws of the State of Texas; and
(c) Assignor has all requisite power and authority to carry on
its business as presently conducted, and to perform its
obligations under this instrument. The consummation of the
transactions contemplated by this instrument will not violate,
or be in conflict with, (i) any provision of its
certificate of limited partnership or limited partnership
agreement; (ii) any provision of any agreement or instrument
to which it is a party or by which it is bound, noncompliance
with which would have a material adverse effect upon
Assignee's ownership of or operation relating to the
Existing Lease Interests or the Resulting Lease Interests,
or upon any of the transactions contemplated by this
instrument, and (iii) to its knowledge, any judgment,
decree, order, statute, rule or regulation applicable to
Assignor; and
(d) This instrument has been duly authorized, executed and
delivered on behalf of Assignor and constitutes the legal,
valid and binding obligation of Assignor, enforceable in
accordance with its terms, subject, however, to the effects of
bankruptcy, insolvency, reorganization and other laws for the
protection of creditors; and
(e) Assignor has incurred no liability, contingent or otherwise,
for brokers or finders fees relating to the transactions
contemplated by this instrument for which Assignee shall have
any responsibility whatsoever; and
(f) There are no bankruptcy, reorganization or arrangement
proceedings pending, being contemplated by or, to the
knowledge of Assignor, threatened against Assignor; and
(g) Assignor is in compliance in all material respects with any
and all contracts and other operating agreements, productions
sales agreements, and other material contractual obligations
and commitments that relate to the Existing Lease Interests or
the Resulting Lease Interests; and
(h) No oil and gas or similar operations of any kind have been
undertaken with respect to Existing Lease Interests or the
Resulting Lease Interests; and
(i) Assignor is familiar with the business and financial
condition, properties, operations and prospects of Assignee,
Assignor has been given full access to all material
information concerning the condition, properties,
operations and prospects of Assignee, Assignor has had an
opportunity to ask such questions of, and to receive such
information from, Assignee as Assignor has desired and to
obtain any additional information necessary to verify the
accuracy of the information and data received, and Assignor
is satisfied that there is no material information concerning
the condition, properties, operations and prospects of
Assignee, of which Assignor is unaware; Assignor has such
knowledge, skill and experience in business, financial
and investment matters so that Assignor is capable of
evaluating the merits and risks of and an acquisition of the
shares of Common Stock; Assignor has reviewed its financial
condition and commitments and that, based on such review,
Assignor is satisfied that Assignor (i) has adequate means of
providing for contingencies, (ii) has no present or
contemplated future need to dispose of all or any of the
shares of the Common Stock to be acquired, to satisfy
existing or contemplated undertakings, needs or indebtedness,
(iii) is capable of bearing for the indefinite future
the economic risk of the ownership of the shares of Common
Stock to be acquired, and (iv) has assets or sources of income
which, taken together, are more than sufficient so that
Assignor could bear the loss of the entire value of the shares
of Common Stock to be acquired; Assignor is and will be
acquiring the shares of Common Stock solely for its own
beneficial account, for investment purposes, and not with a
view to, or for resale in connection with, any distribution
of the shares of Common Stock; Assignor understands that the
shares of Common Stock to be acquired have not been
and are not likely to be registered under the Securities
Act of 1933 or any state securities laws and therefore
the shares of Common Stock to be acquired are and will be
"restricted" under such laws and may not be resold without
registration or an exemption therefrom, and all stock
certificates representing shares of Common Stock to be issued
to Assignor will bear a legend to such effect; and Assignor
has not offered or sold and will not offer or sell any shares
of Common Stock to be acquired and has no present intention
of reselling or otherwise disposing of any shares of Common
Stock to be acquired either currently or after the passage
of a fixed or determinable period of time or upon the
occurrence or non-occurrence of any predetermined event or
circumstance.
Assignor makes no representation or warranty of title to the interests
assigned hereby other than against the claims of third parties claiming the
same, or any part thereof, by, through or under Assignor but through no other
party. The personal property and equipment assigned hereby (if any) are sold AS
IS AND WHERE IS, WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF
REPAIR WITHOUT WARRANTY OF MERCHANTABILITY, CONDITION OR FITNESS FOR PARTICULAR
PURPOSE, AND ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE
HEREBY EXPRESSLY DENIED. This conveyance is made with full substitution and
subrogation of Assignee, its successors and assigns, to the rights of Assignor
under, in and to all warranties made by others with respect to the rights,
titles and interests being conveyed hereunder.
To have and to hold the same unto Assignee, its successors and assigns
forever.
[SIGNATURES AND ACKNOWLEDGEMENTS TO FOLLOW]
EXECUTED to be effective for all purposes as of the 26th day of
February, 2004.
"ASSIGNOR"
WESTSIDE ENERGY, L.P.
By: Riverbend Gas, Inc.
Its: General Partner
By:/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, President
"ASSIGNEE"
EVENTEMP CORPORATION
By:/s/ Xxxxx X. Xxxxxxxxxxx
Xxxxx X. Xxxxxxxxxxx,
President
ACKNOWLEDGEMENTS
STATE OF TEXAS
COUNTY OF XXXXXX
Be it known, that on this 26th day of the month February, 2004, before
me, the undersigned authority, personally came and appeared Xxxxx X. Xxxxxx, to
me personally known and known by me to be the person whose genuine signature is
affixed to the foregoing document, who signed said document before me and who
acknowledged, in my presence, that he signed the above foregoing document as his
own free act and deed and for the uses and purposes therein set forth and
apparent.
In witness whereof, the said appeared has signed these presents and I
have hereunto affixed my hand and seal on the day and date first above written.
---------------------------
Notary Public, State of Texas
My Commission Expires:
(Seal)
ACKNOWLEDGEMENTS
STATE OF TEXAS
COUNTY OF XXXXXX
Be it known, that on this 26th day of the month February, 2004, before
me, the undersigned authority, personally came and appeared Xxxxx X.
Xxxxxxxxxxx, to me personally known and known by me to be the person whose
genuine signature is affixed to the foregoing document, who signed said document
before me and who acknowledged, in my presence, that he signed the above
foregoing document as his own free act and deed and for the uses and purposes
therein set forth and apparent.
In witness whereof, the said appeared has signed these presents and I
have hereunto affixed my hand and seal on the day and date first above written.
---------------------------
Notary Public, State of Texas
My Commission Expires:
(Seal)
PLEASE RETURN
RECORDED INSTRUMENT TO:
Exhibit "A"
Description of Existing Lease Interests
[TO COME]
Exhibit "B"
Description of Outstanding Lease Offers
[TO COME]
