Exhibit 10.1
Assignment and Xxxx of Sale Agreement dated June 5, 2003
ASSIGNMENT AND XXXX OF SALE
This Agreement made as of the 5th day of June, 2003 between:
EURO-AMERICAN CAPITAL CORP., a company subsisting under the laws of British
Columbia and having an office at Suite 000 - 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx,
X.X. X0X 0X0
("Seller")
AND:
GLOBAL ENERGY INC., a company subsisting under the laws of Nevada and having an
office at Suite 1305 - 1090 West Georgia Street, Vancouver, B.C.
("Buyer")
WITNESSES THAT WHEREAS:
A: Seller is the beneficial owner of certain undivided interests in and to
various oil and gas leases and leasehold estates created thereby set out in
Exhibit A hereto, together with the same interest in the xxxxx drilled on
such property; and
B: Seller has agreed to assign to Buyer, and Buyer has agreed to acquire from
Seller, all of Seller's rights, title, interests, and properties described
in paragraphs 1. through 10. below, and all rights, estates, powers and
privileges appurtenant to those rights, interests, and properties,
(collectively referred to in this Assignment as the "Assets").
NOW THEREFORE THIS AGREEMENT WITNESSES that for valuable consideration, the
receipt and sufficiency of which is acknowledged, Seller, named above, sells,
assigns, and transfers to Buyer, and Buyer's successors and assigns:
1. All rights, title, and interests of Seller in, to, and under the oil, gas,
and mineral leases (the "Leases") described in Exhibit A, including any
renewals, extensions, or ratifications, and the oil and gas leasehold
estates and other interests in the lands described on Exhibit A. Exhibit A
is attached to and made a part of this Assignment and Xxxx of Sale for all
purposes;
2. Without limiting the foregoing, all other rights, title, and interests of
Seller, of whatever kind or character in and to the lands specifically
described on Exhibit A (the "Lands"), even though the interests of Seller
and the Lands may be incorrectly described, or a description of an interest
is omitted from Exhibit A; and, all rights, title, and interests of Seller
in, to, under, or derived from all oil, gas, and mineral leases and
leasehold fee or mineral interests and all other interests of whatever
character, insofar as the same covers or relates to the Lands and Leases
described in Exhibit A even though an interest may be incorrectly described
or omitted from Exhibit A;
3. All rights, title, and interests of Seller in all rights, privileges,
benefits, and powers conferred on the holder of the Leases and Lands with
respect to the use and occupation of the surface and the subsurface depths
under the Lands and Leases;
4. All rights, title, and interests of Seller in any pooled or unitized
acreage or rights included, in whole or in part, within the Lands,
including all oil and gas production from the pool or unit allocated to
such properties (including, without limitation, units formed
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under order, rules, regulations, or other official acts of any state or
other authority having jurisdiction and so called working interest units
created under operating agreements or otherwise) and all interests in any
xxxxx within the unit or pool associated with such properties, whether the
unitized or pooled oil and gas production comes from xxxxx located within
or without the areas covered by the Lands, and all tenements,
hereditaments, and appurtenances belonging to the properties;
5. All rights, title, and interests of Seller in all of the permits, licenses,
servitudes, easements, rights of way, orders, gas purchase and sale
contracts, crude oil purchase and sale contracts or agreements, surface
leases, farmin and farmout agreements, acreage contribution agreements,
operating agreements, unit agreements, processing agreements, options,
leases of equipment or facilities, and other contracts, agreements, and
rights, and any amendments, which are owned by Seller, in whole or in part,
whether or not the same appear of record in the county where the Lands are
located, and which are appurtenant to, affect, are used or held for use in
connection with either the ownership, operation, production, treatment or
marketing of oil and gas, or either of them, and the sale or disposal of
water, hydrocarbons, or associated substances from the Lands and Leases;
6. All rights, title, and interests of Seller in all of the real, personal,
and mixed property located in or on the Lands and Leases or used in their
operation, which are owned by Seller or by a third person on behalf of
Seller, in whole or in part, including, without limitation, crude oil,
condensate, or products (in storage or in pipelines), xxxxx, well
equipment, casing, tanks, boilers, buildings, tubing, pumps, motors,
valves, fixtures, machinery and other equipment, pipelines, gathering
systems, power lines, telephone lines, roads, field processing plants, and
all other improvements used in operations;
7. All of the rights, title, and interests of Seller in all of the files,
records, information, and data relating to the items described in
paragraphs 1. through 6. above, including without limitation, title records
(including title opinions, abstracts, and title curative documents);
contracts; geological and seismic records, data and information; and,
production records, electric logs, and all related matters;
8. To the extent transferable, the benefit of and the right to enforce all
rights, covenants, and warranties, if any, under the terms and conditions
of any of the agreements and contracts described in paragraph 5. above,
which Seller is entitled to enforce, with respect to the Assets, against
Seller's predecessors in title to the Assets and against any other party to
such agreements and contracts;
9. To the extent necessary to allow Buyer to have full use of and access to
the Lands, Seller grants such right of ingress and egress, rights of way
and easements, and their full and uninterrupted use, across any lands which
Seller may own or where Seller may be the lessee under an oil, gas, and
mineral lease(s), over or through which Buyer crosses or has the right to
cross for use and access to the Lands described in Exhibit A. This grant is
limited to the rights of Seller to grant such rights of ingress and egress,
rights of way, and easements under agreements, deeds, or leases through
which Seller claims title; and
10. All other rights and obligations arising under contract or otherwise by
law, or by the occurrence of conditions precedents, which may or may not
yet have occurred, owned in whole or in part by Seller, which rights and
obligations are incidental to the Assets described in paragraphs 1. through
9. above, including the right, if any, to operate the Assets.
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TO HAVE AND TO HOLD the Assets unto Buyer and its successors and assigns
forever; provided, however, this Assignment is made by Seller and accepted by
Buyer subject to the following terms, representations, agreements, and
provisions:
1. As consideration for the Assets, Buyer agrees to deliver to Seller:
(a) 50,000 common shares in the capital of the Buyer; and
(b) the sum of U.S. $12,500.
The effective date of the acquisition is January 1, 2003.
2. Seller represents and agrees that its joint interest account with the
operator of xxxxx on the Lands and Leases is current, and that all ad
valorem taxes assessed, due and payable on the Assets have been fully paid
for all time periods up to the date of this Assignment. Seller acknowledges
Buyer has materially relied upon this representation in accepting this
Assignment.
3. At closing, Seller shall deliver to Buyer all relevant books, records,
files, documents, data, and other information pertaining to the Assets.
From time to time, whether at or after closing, as requested by Buyer, its
successors or assigns, Seller will execute and deliver any and all
documents and take such other reasonable actions as may be necessary to
fully convey and transfer the Assets to Buyer.
4. Buyer shall: (a) at the Effective Date assume and be responsible for and
comply with all duties and obligations of Seller, express or implied, with
respect to the Assets, including without limitation, those arising under or
by virtue of any lease, contract, agreement, document, permit, applicable
statute or rule, regulation or order of any governmental authority,
specifically including, without limitation, any governmental requests or
requirement to plug and/or abandon any well of whatever type, status, or
classification, or take any clean-up or other action with respect to the
property or premises; and, (b) defend, indemnify, and hold Seller harmless
from any and all related claims, except any claims asserted against Seller
prior to the Effective Date. Seller shall: (a) be responsible for any and
all claims arising out of the production or sale of hydrocarbons from the
properties, including all expenses of operations, the proper accounting or
payment to parties for their interest, insofar as claims relate to periods
of time prior to the Effective Date; and, (b) defend, indemnify, and hold
Buyer harmless from any and all such claims. Buyer shall be responsible for
all types of claims insofar as they relate to periods of time from and
after the Effective Date and shall defend, indemnify, and hold Seller
harmless from such claims.
5. Seller shall be entitled to all proceeds accruing to the Assets prior to
the Effective Date of this Assignment and Xxxx of Sale, including proceeds
attributable to product inventories above the pipeline connection and gas
product inventories as of the Effective Date and shall be responsible for
operating expenses, capital expenditures, all taxes, and other obligations
on the Assets prior to the Effective Date. Buyer shall be entitled to all
proceeds accruing to the Assets after the Effective Date and shall be
responsible for the operating expenses, capital expenditures, all taxes,
and other obligations on the Assets after the Effective Date. Within thirty
(30) days after the execution of this Assignment, Seller will furnish Buyer
a statement covering: (a) ad valorem taxes, severance taxes, crude
inventories above the pipeline connection, and gas product inventories
credited to Seller as of the Effective Date; (b) operating expenses and
capital expenditures incurred after the Effective Date and paid by Seller;
and, (c) revenues received by Seller from
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production attributable to the Assets after the Effective Date. Payment by
Buyer or Seller, as the case may be, based upon the information contained
in the statement shall occur within five (5) days after receipt of the
statement by Buyer.
6. This Assignment and Xxxx of Sale is made expressly subject to all of the
leases, agreements, and other documents described in Exhibit A, and all
other valid and existing contracts, easements, and other instruments
affecting all or any part of the Assets, together with any and all existing
overriding royalties and other interests payable out of production from all
or any part of the Lands, as shown of record.
7. As to claims arising by, through, or under Seller, Seller warrants that
title to the Assets is good and marketable, and Seller agrees that Seller
shall be responsible for title defects occurring or arising out of
occurrences or omissions of, by, through, or under Seller, but not
otherwise. In addition, Seller represents and covenants that the Assets are
free and clear of any and all liens, encumbrances, or claims of third
parties created by Seller; and, further that Seller has no notice of
pending litigation or claims of any kind, including claims by the owners of
the surface and/or mineral estate, which would or could, if successfully
prosecuted, impair in any manner the Assets.
8. The provisions of this Assignment shall be binding on and inure to the
benefit of Buyer and Seller and their respective affiliates, heirs,
devisees, legal or personal representatives, successors, and assigns and
shall constitute covenants running with the Lands and the Assets.
9. It is the intention and agreement of Seller and Buyer that the provisions
of this Assignment and Xxxx of Sale shall be severable. Should the whole or
any portion of a section or paragraph be judicially held to be void or
invalid, such holding shall not affect other portions which can be given
effect without the invalid or void portion.
EURO-AMERICAN CAPITAL CORP. GLOBAL ENERGY INC.
Per: /s/ Xxxx Xxxxxxx Per: /s/ Xxxx XxXxxx
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Xxxx Xxxxxxx, President Xxxx XxXxxx, President
[Exhibit A: Description of Oil and Gas Leases and Lands.]
1. LESSOR: Xxxxxxxx Xxxxxxxxx, Individually and as Independent
Executrix of the Estate of Xxxxx Xxxxxx
LESSEE: Hyquest Energy, Inc.
DATED: April 23. 1981
RECORDED: Vol. 000, Xxxx 000 Xxxxxxx Xxxxxx, Xxxxx
DESCRIPTION: 974.33 acres of land, more or less, in the I.P. Stem
Survey, A-326. Gulf Colorado and Santa Fe Railroad
Co. Survey, A-730, and the Xxxxx Xxxxx Xxxxxx, X-000,
Xxxxxxx Xxxxxx, Xxxxx
ASSIGNED
INTEREST: Undivided Six and One-Quarter (6.25%) percent
2. LESSOR: Xxxxx X. Xxxxxx, Xxxxxxx Xxxxxx Xxxxxx and Xxxxx X. Xxxxxx
LESSEE: Hyquest Energy, Inc.
DATED: February 17, 1982
RECORDED: Vol. 227, Page 000 Xxxx Xxx Xxxxxx, Xxxxx
DESCRIPTION: A tract of land containing a total of 444.60 acres, more or
less, out of the 4,152.04 acre "Old X. X. Xxxxx Ranch,"
situated in the Dinero-Lagarto Area, Live Oak County,
Texas, which 444.60 acre tract of land is out of an 764.60
acre tract conveyed by and which tract of land and the "Old
X. X. Xxxxx Ranch" are more particularly described in
Partition Deed dated October 20, 1977, recorded in Volume
287, Page 345 of the Deed Records of Live Oak County,
Texas, to which instrument and the record thereof reference
is here made for a further description; said 444.60 acre tract
covered by this lease being all of the 764.60 acre tract
covered by the above referenced Partition Deed SAVE
AND EXCEPT 320.00 acres of land covered by two
Production Unit Designations filed by Anschutz
Corporation and recorded in Volume 209, Page 8 and in
Volume 209, Page 14, of the Oil, Gas and Mineral Lease
Records of Live Oak County, Texas respectively to which
instruments reference is here made for further description;
SAVE AND EXCEPT all such property below a depth of
6,200 feet below the surface.
ASSIGNED
INTEREST: Undivided Twelve and One-Half (12.5%) percent
