PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, effective as of the 1st day of January, 1997, is made
and entered into by and between AMERIND OIL COMPANY, LTD., as Seller
("Seller") and TIPPERARY OIL & GAS CORPORATION, as Buyer ("Buyer").
1. BASIS OF AGREEMENT. Seller and Buyer are parties to that certain
Joint Operating Agreement dated May 15, 1992 between Tri-Star Petroleum
Company, as Operator, and Buyer, Seller and others as Non-operators, (the
"Operating Agreement"), relative to the development of the area known as the
Comet Ridge Project, State of Queensland, Australia. The Operating Agreement
is attached hereto as Exhibit "A" and incorporated herein by reference for
all purposes. Subject to the Reserved Right (hereinafter defined), Seller
desires to sell all of its contractual and other rights, title and interest,
of any nature whatsoever, arising under or created by the Operating
Agreement, including, without limitation, all contract rights and any
undivided interest in any real or personal property which Seller owns or has
the right to acquire under the terms of the Operating Agreement presently or
in the future, and Buyer desires to purchase all of Seller's contractual and
other rights, title and interest of any nature whatsoever arising under or
created by the Operating Agreement, including, without limitation, all
contract rights and any undivided interest in any real or personal property
which Seller owns or has the right to acquire under the terms of the
Operating Agreement presently or in the future, all in accordance with the
terms and conditions of this Purchase and Sale Agreement (the "Agreement").
2. ASSETS TO BE PURCHASED AND SOLD. Subject to the terms set forth in
this Agreement, the reservation of interest described below, and the terms
and conditions of the Operating Agreement, Seller agrees to sell to Buyer and
Buyer agrees to buy from Seller the following undivided percentage of
interest in the assets and properties hereinafter described, as follows:
A. B. C.
In Acquisition,
In Leasehold Drilling, Development
In Ownership & Lease Workover &
Production Operating Expenses Capital Costs
(%) (%) (%)
Before Project Payout 4.▇▇▇▇▇▇▇▇▇▇ 4.921875000 5.00
After Project Payout 4.275000 4.75000 4.75000
(a) Seller's undivided interest, if any, in and to, and/or Seller's
right to acquire an undivided interest in and to the Authority to
Prospect 526 attached as Exhibit "B" hereto, and the ATP attached as
Exhibit "B" to the
Operating Agreement, and any extension, renewal or replacement of any
ATP, howsoever denominated (the "ATP");
(b) Seller's rights, if any, to reacquire any acreage which had
comprised a part of the ATP but was relinquished by the Operator as a
part of, or in connection with, a scheduled contraction of the ATP,
and/or any other acreage which was at any time a part of the ATP but
lapsed or was relinquished for any reason;
(c) Seller's undivided interest, if any, in and to, and Seller's
right to acquire an undivided interest in and to the petroleum leases
and applications for petroleum leases listed and described on Exhibit
"C" attached hereto (the "Leases") and applications for petroleum
leases;
(d) Seller's undivided interest, if any, in and to, and Seller's
right to acquire an undivided interest in and to Pipeline License No.
27 described on Exhibit "D" and attached hereto and any connecting
pipeline and/or gas gathering systems;
(e) Seller's undivided interest, if any, in and to, and Seller's
right to acquire an undivided interest in and to all permits,
licenses, leases, servitudes, rights-of-way, easements, pipeline
licenses and any other tenements or similar rights associated with the
ATP and Leases and the operation of the ATP and Leases, whether
presently existing, applied for, pending, created, issued or accrued,
or applied for, created, issued or accrued in the future;
(f) Seller's undivided interest, if any, in and to, and Seller's
right to acquire an undivided interest in and to the ▇▇▇▇▇ listed
and described on Exhibit "E" (the "▇▇▇▇▇") and attached hereto,
including all formations and depths within or below the wellbore,
whether or not presently productive;
(g) Seller's right, if any, to acquire an interest in any ▇▇▇▇▇ to be
drilled in the future on the acreage described by the ATP or any
extension, renewal or replacement of the ATP, howsoever denominated;
(h) Seller's undivided interest, if any, in and to, and Seller's
right to acquire an undivided interest in and to, all personal and
mixed property located on the lands covered by the ATP and Leases and
used in operations conducted on same, whether located on or off the
wellsites, the Leases or the acreage described by the ATP;
(i) Seller's undivided interest in and to, and the right to acquire
an undivided interest in and to, any and all gas purchase and sale
agreements,
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crude purchase and sale agreements, gas pipeline agreements,
volumetric or other production payments of any nature, leases of
equipment or facilities and any and all other agreements and rights
which are (i) appurtenant to the ATP, Leases or ▇▇▇▇▇, or (ii) used or
held for use in connection with the ownership or operation of the
▇▇▇▇▇ or with the production, treatment, sale or disposal of water,
hydrocarbons, or associated substances produced, used or disposed of
in connection with the ▇▇▇▇▇, ATP or the Leases;
(j) To the extent that such may be lawfully transferred, all of
Seller's tax benefits or tax deductions under the laws of Australia,
the State of Queensland or any municipality thereof, whether or not
presently accrued, owned by or vested in Seller, including, without
limitation, any tax benefits or deductions which may be lawfully
transferred to Buyer under Australia's Income Tax Assessment ▇▇▇ ▇▇▇▇,
or any applicable predecessor to such Act. This shall be a continuing
obligation;
(k) Seller's full right of subrogation to enforce the covenants and
warranties, if any, which Seller is entitled to enforce against
Seller's predecessors-in-title;
(l) All of Seller's contract rights or other rights under the
Operating Agreement of any nature whatsoever, whether express or
implied, whether presently existing or vested in Seller or arising in
the future, whether specifically enumerated above, including, but not
limited to, all choses-in-action.
The rights and interests described in paragraphs (a) through (l) above are
collectively referred to in this Agreement as the "Assets."
3. CONTRACTUAL RESERVATION OF SELLER. Seller, for itself, its
successors and assigns, hereby excepts and reserves and shall retain a
contractual right (the "Reserved Right") to be paid by Buyer, its successors
or assigns, in United States dollars, an amount equal to ten percent (10%) of
the gross proceeds of the oil and gas actually produced and sold, less
gathering, compression and transportation costs, and less any severance taxes
(if any) due upon removal of the hydrocarbons by production and attributable
to Seller's before payout net revenue interest of 4.▇▇▇▇▇▇▇▇▇▇% and after
payout net revenue interest of 4.275000%, i.e., the Reserved Right shall
equal .44296887500% of gross proceeds before payout and .427500% of gross
proceeds after payout, until such time as only 10% of the economically
recoverable reserves of oil and gas underlying the Comet Ridge Project remain
in place; provided however, that should the interest actually conveyed to
Buyer be less than the amounts set out above, the Reserved Right shall be
proportionately reduced to reflect that reduced ownership interest.
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For the purposes of this contractual reservation, "gross proceeds of oil
and gas actually received," shall mean the actual proceeds of sale received
for oil or gas produced and sold, and any other things of value actually
received in exchange for produced oil or gas. "Gross proceeds of oil and gas
actually received" will also include payments made with regard to oil or gas
to be produced or delivered in the future. "Gross proceeds of oil and gas
actually received" will not include loans made against the security of oil or
gas to be produced in the future unless oil or gas is actually delivered in
repayment of any such loan, in which event the payment due Seller by Buyer
will be based upon the actual fair market value of the oil or gas actually
delivered in repayment. For this purpose, "gathering compression and
transportation costs" will not include any capital costs (including costs of
installation of any items used in gathering, compressing, or transporting),
depreciation on owned assets, operating expenses or costs, exploratory
expenses or costs, overhead costs or charges under the Operating Agreement or
otherwise, or any other costs or expenses whatsoever other than the actual
cost of gathering the produced gas from the wellheads and compressing and
transporting it to market. For this purpose, "production and severance
taxes" shall include taxes assessed relating to production or severance of
hydrocarbons and not any income taxes assessed against Buyer relating to its
income.
4. THE EFFECTIVE DATE. The effective date of the purchase and sale,
for all purposes, shall be January 1, 1997, at 12:01 a.m., Greenwich Mean
Time plus ten, local time, Brisbane, Australia ("Effective Date").
5. PURCHASE PRICE AND CLOSING DATE. The purchase price for the Assets
shall be TWO MILLION NINE HUNDRED TWENTY FIVE THOUSAND DOLLARS AND 00/100
($2,925,000.00), plus an amount equal to all joint interest ▇▇▇▇▇▇▇▇,
pre-▇▇▇▇▇▇▇▇ and cash calls actually paid by Seller after the Effective Date,
for work done or actually performed pursuant to the Operating Agreement on
and after the Effective Date and before the Closing Date, less any revenues
(if any) attributable to the interest conveyed by Seller to Buyer as of the
Closing Date, whether or not actually received by Seller as of the Closing
Date ("Purchase Price"), adjusted as set forth in the post-closing
adjustment. The sale shall be completed at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇,
4140 NationsBank Center, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, or some
other location as agreed by Buyer and Seller, on or before October 31, 1997
(the "Closing Date"). At the closing, Seller shall deliver to Buyer a fully
executed assignment and conveyance in the form attached hereto as Exhibit
"F." The purchase price, less forty thousand dollars ($40,000) previously
paid by Buyer to Seller, the receipt of which is hereby acknowledged, shall
be paid to Seller as follows: TWO MILLION DOLLARS AND 00/100 ($2,000,000.00)
at closing and the execution and delivery to Seller of Buyer's promissory
note in the original principal sum of EIGHT HUNDRED EIGHTY FIVE THOUSAND
DOLLARS AND 00/100 ($885,000.00), payable in full on January 31, 1998, in the
form attached hereto as Exhibit "G" (the "Note"). The Note shall be secured
by a security agreement in the form attached hereto as "H" and Buyer shall
execute the UCC-1 Financing Statements attached hereto as Exhibit "I."
Amounts due Seller representing the joint interest ▇▇▇▇▇▇▇▇, pre-▇▇▇▇▇▇▇▇ and
cash calls as described above
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shall be determined and paid as part of the post-closing adjustment. Payment
of funds at closing shall be wire transfer unless otherwise agreed by the
parties. Notwithstanding the above, however, should the percentage of
interest actually conveyed to Buyer be less than the percentage of interest
set out in paragraph 2, above, the Purchase Price shall be proportionately
reduced.
6. POST-CLOSING ADJUSTMENTS. On or before January 31, 1998, the
parties shall undertake to agree with respect to the adjustments or payments
that were not fully and finally determined as of the Closing Date, and the
amount due from Buyer to Seller, or Seller to Buyer, as the case may be.
Seller shall provide Buyer access to such of Seller's records as may be
reasonably necessary to a determination of post-closing adjustments. Payment
by Buyer or Seller shall be made in immediately available funds within five
(5) business days of agreement. If the post-closing adjustment has not been
agreed upon within the time period set forth herein, either party may seek to
enforce any rights it claims hereunder.
7. MUTUAL REPRESENTATIONS AND WARRANTIES. Buyer and Seller each
represents and warrants to the other that:
(a) The person executing this Agreement and the transactions
contemplated hereby has all authority necessary to enter into this
Agreement and to perform all of the obligations hereunder;
(b) The execution, delivery and performance of this Agreement and the
transactions contemplated hereby will not:
(i) violate or conflict with any provision of any Certificate of
Incorporation, Corporate By-Laws, partnership agreement or
limited partnership agreement or other governing document of any
nature;
(ii) result in the breach of any term or condition of, or
constitute a default or cause the acceleration of any obligation
under any agreement or instrument to which it is a party or by
which it is bound;
(iii) violate or conflict with any applicable judgment, decree,
order, permit, law, rule or regulation, state or federal, of the
United States of America.
(c) This Agreement has been duly executed and delivered on its
behalf, and at the closing all documents and instruments required
hereunder will have been duly executed and delivered. This Agreement,
and all such documents and instruments shall constitute legal, valid
and binding obligations enforceable in accordance with their
respective terms,
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except to the extent enforceability may be impacted by bankruptcy,
reorganization, insolvency or similar laws affecting creditors rights
generally;
(d) No legal or administrative proceeding in or of the United States
of America is pending or threatened that would prohibit it from
entering into or consummating this Agreement; and
(e) Each of the representations made by Buyer and Seller herein shall
be true as of the Effective Date with the same force and effect as if
made on said date.
8. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller hereby represents
and warrants to Buyer that:
(a) It will convey, assign and transfer to Buyer its contract,
property and other rights in the Assets;
(b) There is no action, suit, proceeding, claim or investigation by
any persons, entities, administrative agency or governmental body
pending or threatened against Seller that may adversely affect
Seller's title, and the ability to transfer the Assets to Buyer;
(c) It will, for itself, its successors and assigns, warrant and
defend the title of Buyer, its successors and assigns to the Assets,
interests and properties against every person whomsoever claiming the
same or any party thereof by, through and under Seller, but not
otherwise; however
WITH RESPECT TO THE ▇▇▇▇▇, EQUIPMENT AND OTHER ITEMS OF PERSONALTY
WHICH MAY BE COVERED HEREBY, THE SAME ARE USED AND ARE SOLD ON AN "AS
IS" AND "WHERE IS" BASIS WITH ALL FAULTS, IF ANY. SELLER SHALL HAVE
NO LIABILITY TO BUYER FOR ANY CLAIMS, LOSS, OR DAMAGE CAUSED OR
ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY, INCIDENTALLY OR
CONSEQUENTIALLY BY SAID ▇▇▇▇▇, EQUIPMENT OR PERSONAL PROPERTY, BY ANY
INADEQUACY THEREOF OR THEREWITH, ARISING IN STRICT LIABILITY OR
OTHERWISE, OR IN ANY WAY RELATED TO OR ARISING OUT OF THIS AGREEMENT.
SELLER MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING
THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH
RESPECT TO SAID ▇▇▇▇▇, EQUIPMENT AND PERSONAL PROPERTY AND EXPRESSLY
DISCLAIMS ANY WARRANTIES WITH RESPECT THERETO; and
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(d) The interests which Buyer shall receive shall include production
or the right to proceeds of production from each well located on the
ATP and the Leases in an amount which is not less than the percentage
net revenue interest set forth in Paragraph 2 above. In addition,
Seller represents that the interest to be conveyed, assigned and
transferred to Buyer shall not require Buyer to bear a greater
percentage of costs and expenses than the percentage interest set
forth in paragraph 2, above. This representation of warranty is by,
through and under Seller, but not otherwise; and
(e) To the extent of the interest described in paragraph 2, above,
Seller has full and complete ownership of the Assets conveyed,
assigned and transferred hereunder, and that the Assets to be
purchased by Buyer are free and clear of all liens, judgments,
mortgages and other burdens or encumbrances created by Seller.
Provided however, Seller's interest is subject to that certain
Settlement Agreement between Seller and Tri-Star Petroleum Company
dated effective the 14th day of May, 1997, a copy of which has been
furnished to Buyer; and
(f) Seller's contract rights and/or title to undivided interest in
the Assets has not been forfeited under the terms of the Operating
Agreement covering the interests, and that it is not in arrears with
respect to any joint interest billing account;
(g) Any credit to the joint operating agreement, resulting from any
audit of that account, shall accrue to the benefit of Buyer without
regard to whether the credit relates to periods of time before or
after the Effective Date; and
(h) Upon request by Buyer, Seller will execute and return to Buyer a
Notice under the Income Tax Assessment Act of 1997 as amended, section
330-235, formerly a 124AB Notice under Australia's Income Assessment
Act.
9. ALLOCATION OF LIABILITY AND INDEMNIFICATIONS.
(a) DEFINITIONS.
The term "BUYER'S ASSUMED LIABILITIES" shall mean and include:
(i) All costs, expenses, liabilities and obligations or
otherwise agreed to be paid by Buyer pursuant to the terms of
this Agreement; and
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(ii) All costs, expenses, liabilities, claims and obligations
arising out of, in connection with, or resulting directly or
indirectly from the ownership or operation of the Assets
(excluding Seller's Retained Liabilities), insofar as such claims
relate to periods of time subsequent to the Effective Date.
The term "SELLER's RETAINED LIABILITIES" shall mean and include:
(i) All costs, expenses, liabilities and obligations or
otherwise agreed to be paid by Seller pursuant to the terms of
this Agreement; and
(ii) All costs, expenses, liabilities, claims and obligations
arising out of, in connection with, or resulting directly or
indirectly from the ownership or operation of the Assets, insofar
as such claims relate to periods of time prior to the Effective
Date.
(iii) All legal fees charged to the joint account and
attributable to the interests purchased and sold hereunder prior
to the Effective Date;
(iv) Any final and incontestable charge to the joint operating
account, resulting from any audit of the joint operating account,
for periods of time prior to the Effective Date.
(b) LIABILITIES. Buyer agrees to assume, pay, perform, fulfill,
discharge and be liable for all of Buyer' Assumed Liabilities, and
Seller agrees to retain, perform, fulfill, discharge and be and remain
liable for all of Seller' Retained Liabilities.
(c) SELLER'S INDEMNITY. SUBJECT TO THE PROVISIONS OF THE SECTION
8(a), ABOVE, SELLER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
BUYER, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, OR ANY OF THEM,
FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES,
LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS,
REASONABLE EXPENSES OF LITIGATION AND REASONABLE ATTORNEY'S FEES)
ARISING DIRECTLY OUT OF SELLER'S OWNERSHIP OR USE OF THE INTEREST IN
THE ASSETS TO BE PURCHASED HEREUNDER; PROVIDED, HOWEVER, THAT THIS
INDEMNITY SHALL BE LIMITED TO THOSE CLAIMS, RIGHTS, DEMANDS AND CAUSES
OF ACTION ARISING FROM ACTIVITY OCCURRING PRIOR TO THE EFFECTIVE DATE
OF THE SALE.
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(d) BUYER'S INDEMNITY. BUYER AGREES TO DEFEND, INDEMNIFY AND HOLD
HARMLESS SELLER, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, OR ANY
OF THEM, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, SUITS,
CONTROVERSIES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, COURT COSTS, REASONABLE EXPENSES OF LITIGATION AND
REASONABLE ATTORNEY'S FEES) ARISING DIRECTLY OUT OF BUYER'S OWNERSHIP
OR USE OF THE INTEREST IN THE ASSETS TO BE PURCHASED HEREUNDER;
PROVIDED, HOWEVER, THAT THIS INDEMNITY SHALL BE LIMITED TO THOSE
CLAIMS, RIGHTS, DEMANDS AND CAUSES OF ACTION ARISING FROM ACTIVITY
OCCURRING AFTER THE EFFECTIVE DATE OF THE SALE.
10. REVIEW AND INSPECTION OF THE ASSETS. Prior to the Closing, Buyer
shall have the rights to perform due diligence review and inspection of the
Assets. Seller shall make available to Buyer, both before and after Closing,
all information and data relating to the Assets as they may have and as
reasonably requested by Buyer, including, but not limited to the following:
(a) financial and accounting records; (b) production, engineering, geological
and geophysical data and reports for the Leases; (c) copies of engineering,
geological and geophysical studies, subject to any license and non-disclosure
requirements; (d) copies of seismic data across any of the Leases (subject to
any license restriction and non-disclosure requirements); (e) title records,
including, but not limited to, copies of the Leases; (f) material and
relevant information concerning pending litigation (excluding information
subject to attorney-client or attorney work product privilege); (g)
regulatory compliance; (h) contracts between Seller and third parties with
regard to the Asset; and (i) all permits and licenses pertaining to the
Assets. Nothing contained in this paragraph shall obligate Seller to take
any action or expend any money to acquire anything for Buyer which Seller
does not already have in its possession. Seller does not warrant the accuracy
of any such material.
11. WAIVER. Seller and Buyer certify that they are not "Consumers"
within the meaning of the Texas Deceptive Trade Practices - Consumer
Protection Act, Subchapter E of the Chapter 17, Sections 17.41 et seq., of
the Texas Business and Commerce Code, as amended (the "DTPA"). The parties
covenant, for themselves and on behalf of any successors and assignees, that
if the DTPA is applicable (a) the parties are "business consumers"
thereunder, (b) each party hereby waives and releases all of its rights and
remedies thereunder (other than Section 17.555, Texas Business and Commerce
Code) as applicable to the other party and its successors, and (c) each party
shall defend and indemnify the other from and against any and all claims,
demands, or causes of action of or by that party or any successor or any of
its affiliates based in whole or in part on the DTPA, arising out of or in
connection with the transaction set forth in this Agreement.
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WAIVER OF CONSUMER RIGHTS
PURCHASER WAIVES ITS RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES -
CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE
CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS.
AFTER CONSULTATION WITH AN ATTORNEY OF PURCHASER'S OWN SELECTION,
PURCHASER VOLUNTARILY CONSENTS TO THIS WAIVER.
12. NOTICES. All communications required or permitted under this
Agreement shall be in writing and communications or delivery hereunder shall
be deemed to have been fully made in actually delivered, or if mailed by
registered or certified mail, postage prepaid, return receipt requested, to
the address as set forth below:
SELLER:
Amerind Oil Company, Ltd.
Suite 500, Wilco Building
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Partner
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
BUYER:
Tipperary Oil & Gas Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING, HOWEVER, ANY
PROVISION OF THE TEXAS LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF A
DIFFERENT JURISDICTION.
14. FURTHER ASSURANCES. Incidental and subsequent to Closing, each of
the parties shall execute, acknowledge, and deliver to the other such further
instruments (including any stamp duty or other form necessary for, or
incident to, the notation,
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sanction, approval or transfer to Buyer of any title or interest in either
the Assets or the Operating Agreement), and to take such other actions as may
be reasonably necessary to carry out the provisions of this Agreement. Buyer
will notify all appropriate governmental agencies in Australia that its
ownership of the Assets is subject to the security interest of Amerind until
the Note is paid in full, as and when Tipperary communicates with such
agencies to register its ownership of interests regarding the Comet Ridge
Prospect.
15. GOVERNMENT APPROVALS. Seller will cooperate with Buyer, in a
timely manner (both before and after closing), in obtaining any necessary or
desired consents or approvals of the Government of Australia or any state
thereof, including, without limitation, the execution of any documents
necessary (in the opinion of Buyer and its counsel) to obtain any consent or
approval of interests arising under the Operating Agreement, or to perfect
the title of Buyer or Seller in the Assets and/or to obtain any necessary
governmental sanction of the Operating Agreement.
16. INFORMATION AND MATERIALS. To the extent that it does not violate
any confidentiality agreement previously executed or agreed to by Buyer,
Buyer will provide Seller with all information and materials which other
parties to the Operating Agreement receive from the operator of the Comet
Ridge Project. To the extent that Buyer has the ability to do so, Seller
will be invited to attend all technical and other meetings of the parties to
Operating Agreement, as a guest of Buyer or as an additional representative
of Buyer.
17. EXPENSES. Whether or not the transactions contemplated by this
Agreement are consummated, each of the parties hereto shall pay its own fees
and expenses incident to the negotiation, preparation and execution of this
Agreement, including attorney's and accountant's fees.
18. EXISTING RELATIONSHIP. Seller and Buyer are co-signatories to the
JOA and co-owners in the various rights, interests, contracts and agreements
which, as to Seller's interests, constitute the Assets. As a result of this
relationship, Buyer and Seller jointly acknowledge that they are familiar
with the condition of the Assets and interests and properties to be purchased
and sold hereunder, and that they have personal knowledge of all operations
which have been conducted by the owners on, and with respect to, the
interests and properties which are the subject of this Agreement. Seller
acknowledges that it is experienced and knowledgeable in the oil and gas
industry, and has relied solely on its own legal, tax and other professional
counsel concerning this Agreement.
19. ARBITRATION. Seller and Buyer agree that all disputes or
disagreements arising under the terms of this Agreement or arising with
respect to any obligations assumed by the parties hereto shall be submitted
to binding arbitration subject to the rules of the American Arbitration
Association, except as to the choice of arbitrators. The arbitrators shall
be chosen by each party choosing an arbitrator who shall select a third
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arbitrator. If the chosen arbitrators fail to agree on a third arbitrator,
either party may petition any District Court in Midland County, Texas to
select a third arbitrator.
20. EXHIBITS. All exhibits to this Agreement are incorporated herein
by reference.
21. SUCCESSORS AND ASSIGNS. The terms, covenants and conditions hereof
bind and inure to the benefit of Buyer and Seller and their respective
successors and assigns.
22. CONFLICTS. In the event of a conflict between this Agreement and
the terms and conditions of the Operating Agreement, the provisions of the
Operating Agreement shall prevail. In all other respects, this Agreement
shall supersede all prior agreements between the parties hereto regarding the
subject matter hereof, whether written or oral.
23. SURVIVAL. The covenants, obligations, indemnities, representations
and warranties included in this Agreement shall survive the Closing and
remain actionable thereafter.
24. PRODUCT OF NEGOTIATION. This Agreement is the product of
negotiation between Buyer and Seller. No fiduciary duty, if any, owed by
Buyer and Seller in any prior agreement shall apply to the process of
negotiation of this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties
before the undersigned competent witnesses on the dates indicated below.
SELLER: BUYER:
AMERIND OIL COMPANY, LTD. TIPPERARY OIL & GAS CORPORATION
By: s/b ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: s/b ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
General Partner President
ATTEST: ATTEST:
By: s/b ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: s/b ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------------------------
Secretary
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇
▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇
The foregoing instrument was acknowledged before me on this the 31st day
of October, 1997 by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Partner of Amerind Oil
Company, Ltd. on behalf of said partnership.
Witness my hand and official seal.
s/b ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------------------
Notary Public
THE STATE OF TEXAS
My Commission Expires:
6-22-98
----------------------
STATE OF COLORADO S
S
COUNTY OF DENVER S
The foregoing instrument was acknowledge before me on this the 31st day
of October, 1997 by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President of Tipperary Oil & Gas
Corporation, on behalf of said corporation.
Witness my hand and official seal.
s/b ▇▇▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇▇
--------------------------------------------------
Notary Public - ▇▇▇▇▇▇▇▇ ▇. S ▇▇▇▇▇▇▇▇
THE STATE OF COLORADO
My Commission Expires:
December 19, 1998
----------------------
14
