BILL OF SALE AND AGREEMENT
▇▇▇▇
OF SALE AND AGREEMENT
THIS
▇▇▇▇
OF SALE AND AGREEMENT is made and entered into this 1st Day of July, 2006,
by
and between Texas Energy, Inc., a Nevada Corporation ("Seller") and ▇▇▇▇▇▇
Oil
and Gas, Inc., a Nevada Corporation ("Buyer"), as follows:
WITNESSETH:
WHEREAS,
Seller represents that Seller is the owner of the property and equipment located
on the ▇▇▇▇▇ and listed in Exhibit "A" attached hereto and made a part
hereof.
WHEREAS,
Buyer desires to acquire, and Seller desires to sell to Buyer, all materials,
fixtures, equipment, and other personal property located in on or appurtenant
to
said ▇▇▇▇▇ and property (hereinafter sometimes referred to as "Said
Property");
NOW
THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller does hereby grant, bargain, sell, transfer, and convey
unto
Buyer all of materials, fixtures, equipment, and other personal property located
in, on or appurtenant to Said Property.
1. Buyer
agrees by accepting this ▇▇▇▇ of Sale, to assume responsibility for the well
bores and the risk, cost and expense of future operations, including plugging
and abandoning the well bores. Buyer agrees for himself, his heirs and assigns,
that it shall, in a timely and good and workmanlike manner and at this sole
risk
and expense, properly plug and abandon the above described ▇▇▇▇▇ and promptly
thereafter remove all the Said Property from the premises and restore the
surface around the well to its natural condition, all in accordance with the
terms of the applicable leases and the rules and regulations of any governmental
agency of authority having jurisdiction thereof.
2. Buyer,
for itself, its heirs and assigns, shall indemnify, defend, and hold Seller,
Seller's agents and employees harmless from and against any and all loss, cost,
expense, and claims for damages of every kind and character to persons or
property arising out of, or in connection with, the operations conducted by
Buyer.
3. Except
as
specifically stated in this contract, Seller hereby specifically disclaims
any
warranty, guaranty, or representation, oral or written, past, present, or
future, as to, or concerning (I) the nature and condition of Said Property,
(II)
the manner, construction, condition and state of repair or lack of repair of
any
improvements located thereon, the nature and extent of any right-of-way, lease
lien, encumbrance, license, reservation, condition or otherwise, and (III)
the
compliance of Said Property with any laws, rules, ordinances or regulations
of
any government or other body.
4. The
conveyance of Said Property as provided for herein is made on an "AS IS" basis,
and Buyer expressly acknowledges, warrants, and represents to Seller that no
representations have been made by Seller, its agents, or employees in order
to
induce Buyer to enter into this ▇▇▇▇ of Sale and Agreement other than as
expressly stated herein.
5. Assignor
and Assignee hereby agree to execute any document reasonably necessary to
effectuate this transaction. Said documents may include a clarification of
legal
descriptions, lease descriptions, property descriptions, and/or personal
property descriptions.
6. This
Assignment is made without warranty of title, express or implied.
7.
When
the
context requires, singular nouns and pronouns include the plural.
THIS
INSTRUMENT may be executed in any number of counterparts, each of which shall
be
considered as an original for all purposes.
IN
WITNESS WHEREOF: the parties hereto have executed this ▇▇▇▇ of Sale and
Agreement the day year first hereinabove written, but effective as the 1st
day
of July, 2006.
|
BUYER:
▇▇▇▇▇▇ Oil and Gas,
Inc.
|
SELLER:
Texas
Energy, Inc.
|
|
| By: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary | By: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Secretary | |
|
THE
STATE OF TEXAS
COUNTY
OF ▇▇▇▇
|
BEFORE
ME, the undersigned authority, on this day personally appeared ▇▇▇▇▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇, known to me to be the identical person whose name is subscribed to
the
foregoing instrument, and acknowledged to me that he executed the same for
the
purposes and consideration therein expressed, and in the capacity therein
stated.
| NOTARY PUBLIC, STATE OF TEXAS | ||
|
STATE
OF TEXAS
COUNTY
OF ▇▇▇▇
|
BEFORE
ME, the undersigned authority, on this day personally appeared ▇▇▇▇▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇, known to me to be the identical person whose name is subscribed to
the
foregoing instrument, and acknowledged to me that he executed the same for
the
purposes and consideration therein expressed, and in the capacity therein
stated.
| NOTARY PUBLIC, STATE OF TEXAS |