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EXHIBIT 10.16
SALE AND PURCHASE OF SHARES IN MINORA ENERGY (NEW ZEALAND) LTD.
AGREEMENT dated December, 1996
BETWEEN MINORA ENERGY (AUSTRALASIA) PTY LIMITED
(ACN 009 082 599) AND MINORA ENERGY LIMITED
(ACN 008 996 889) ("Vendors")
AND INDO-PACIFIC ENERGY (NZ) LIMITED a duly incorporated
company having its registered office at Wellington or
its nominee ("Purchaser")
RECITALS
A. MINORA ENERGY (NEW ZEALAND) LIMITED ("Company") is a private
company incorporated in New Zealand under the Companies Xxx 0000.
B. The Vendors hold all of the shares in the capital of the
Company comprising 2,421,279 ordinary shares of NZ$1 each
("Shares") with no other shares, convertible notes, options or
other equity interests in the capital of the Company existing.
C. The Vendors agree to sell and the Purchaser (or its nominee)
agrees to purchase the Shares upon the following terms and
conditions.
OPERATIVE PART
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions - In this agreement, unless the context
otherwise requires:
"Associated Person" has the same meaning as provided by
section 2 of the Goods and Services Tax Xxx 0000;
"Business Day" means a day (other than a Saturday or Sunday)
on which banks are customarily open for business in Wellington;
"Company Accounts" means the Accounts of the Company for the
financial year ending on 30 June 1996 and for the period
commencing on 30 June 1996 and ending on the Effective Date;
"Completion" means the completion of the sale of the Shares
to the Purchaser and the payment for the shares to be carried out
in the manner specified in clause 4;
"Completion Date" means the date on which Completion occurs,
intended to be the date determined pursuant to clause 4.1;
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"Conditions Precedent" means the conditions specified in
clause 7.1;
"Effective Date" means 00.01 am, 1 September 1996;
"Interim Period" means the period between the Effective Date
and the Completion Date;
"Joint Venture" means the joint venture constituted by the
joint venture agreement dated 2 September 1993, for the
exploration, development and production operations in the Licence
area.
"Licence" means Petroleum Prospecting Licence 38706 and any
licence or mining permit issued as a renewal, extension or
replacement thereof.
1.2 Interpretation - In the construction and interpretation of
this agreement and the schedules, except to the extent that the
context otherwise requires:
(a) Any reference to "Accounts" includes the relevant
balance sheets and profit and loss accounts of the Company and
the notes to it together with all documents which are or would be
required by any applicable law to be annexed to the accounts of
the Company and laid before the Company in general meeting for
the accounting reference period in question.
(b) References to recitals, clauses and schedules are to
recitals, clauses and schedules of this agreement;
(c) The headings are for convenience only and shall not
affect the interpretation of this agreement;
(d) Words importing the singular number include the plural
and vice versa and references to any gender include every gender
and reference to persons includes corporations and unincorporated
bodies of persons, government or semi-government bodies or
agencies or political subdivisions of them;
(e) Where any act, matter, or thing is to be done on a day
which is not a Business Day, that act, matter or thing may be
done on the next succeeding Business Day;
(f) References to "dollars" and "$" are references to New
Zealand dollars, unless otherwise specified;
(g) References to "written" and "in writing" include any
means of permanent visible representation;
(h) References to time are to New Zealand time;
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(i) References to any document includes all modifications
and replacement documents from time to time;
(j) References to any statue or regulation are to New
Zealand statutes and regulations and shall with all necessary
modifications apply to any modifications or re-enactment.
2. AGREEMENT TO SELL AND PURCHASE THE SHARES
The Vendors agree to sell to the Purchaser and the Purchaser
agrees to purchase from the Vendors the Shares free from all
charges, liens and encumbrances on the Completion Date upon the
terms and conditions set out in this agreement and with all
rights now and hereafter attaching to the Shares, with effect
from the Effective Date.
3. PURCHASE PRICE
3.1 Purchase Price - The purchase price ("Purchase Price") for
the Shares shall be A$575,000 (five hundred and seventy five
thousand Australian dollars).
3.2 Payment of Purchase Price - The Purchase Price shall be paid
on the Completion Date as required by clause 4.3.
3.3 Purchase Price lowest price - The parties agree that the
Purchase Price for the Shares is the lowest price that the
parties would have agreed upon for the sale by the Vendors of the
Shares upon the basis of payment in full as at the Effective Date
and as at the date of this agreement.
4. COMPLETION
4.1 Completion - Completion shall take place at the offices of
the Vendor specified in clause 8.12, on the day falling 2
Business Days after the Conditions Precedent have been satisfied.
4.2 Completion steps - On the Completion Date, the Vendors shall
hand to the Purchaser:
(a) all share certificates to the Shares together with
transfers of the Shares to the Purchaser (or the Purchaser's
nominee) duly executed by the Vendors;
(b) a resolution of the directors of the Company approving
the transfer of the Shares to the Purchaser (or the Purchaser's
nominee);
(c) all things necessary to enable the Purchaser or the
Purchaser's nominee or both to be entered on the register of
members of the Company as the holders of all the Shares;
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(d) all documents and records of the Company including the
certificate of incorporation and Memorandum and Articles of
Association, all minute books and registers of the Company which
shall be up to date and properly kept in accordance with the
provisions of the Companies Xxx 0000, the common seal of the
Company, and copies of all contracts or particulars of contracts
and of the returns of the kinds referred to in section 60 of the
Companies Xxx 0000 in respect of shares in the capital of the
Company credited as fully paid or partly paid up otherwise than
in cash;
(e) the written resignations of the secretary and of all
directors of the Company (without payment of any compensation or
provision therefor);
(f) evidence satisfactory to the Purchaser that the Vendors
have complied with the requirement of clause 5.14.
4.3 Payment of Purchase Price - Contemporaneously with the
handing to the Purchaser of all Completion requirements specified
in clause 4.2, the Purchaser shall pay to the Vendors the
Purchase Price in an Australian Dollar bank cheque, as specified
by the Vendors. The Vendor will pay the Purchaser with a NZ$ bank
cheque for Interim Period revenues and royalty refunds. The
Purchaser shall also provide evidence or undertakings
satisfactory to the Vendors that the Purchaser will promptly
change the name of the Company.
4.4 Purchaser's obligation to complete - The Purchaser shall not
be obliged to complete other than in respect of all of the Shares
and unless all Completion requirements specified in clause 4.2
are complied with.
5. REPRESENTATIONS AND WARRANTIES BY VENDOR
The Vendors (jointly and severally) represent, warrant and
covenant (each of which shall constitute the basis on which the
Purchaser has entered into this agreement).
5.1 Recitals - Recitals A, B and C to this agreement are true
and correct in all respects and will be true and correct at the
Completion Date.
5.2 Shares - All the Shares are held and will be held at the
Completion Date by the Vendors as specified in the first schedule
to this agreement and are and will be at the Completion Date
fully paid up and free of any lien, charge, encumbrance or pledge
whatsoever either legal or equitable.
5.3 No options, increases of capital or assignments - Neither
the Vendors nor the Company is or will at the Completion Date be
committed to any contract providing for an option for any person
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to take shares in the Company or on an increase in capital of the
Company and all the Vendors have full rights of assignment of the
respective Shares held by them and that the transfer of such
Shares will entitle the Purchaser to the sole ownership and
control of the Company.
5.4 No dividends - During the Interim Period, no dividend (as
defined in section 4 of the Income Tax Act 1976) bonus or
distribution of any kind whatever has been made or will be
declared paid or made to the Vendors except as approved in
writing by the Purchaser.
5.5 Closing Accounts - The management accounts of the Company
for the period ending on the Effective Date ( a copy of which is
annexed to this agreement signed by one or more directors on
behalf of the board of directors as true and correct) truly and
fairly reflect the position of the Company as at the Effective
Date and are prepared in accordance with generally accepted
accounting principles consistently applied.
5.6 Liabilities at Effective Date - The Company was in a
financial position at the Effective Date, or the Vendors shall
make such payments to ensure that the Company's financial
position will at the Completion Date be, equivalent to having:
(a) received all revenues and paid all royalties and taxes
on oil sales up to the Effective Date;
(b) paid its share of all authorised cash calls relating to
Joint Venture operations up to the Effective Date;
(c) paid all royalties due on the Company's share of any
production produced before the Effective Date, other than those
outstanding liabilities specifically referred to in the final
sentence of clause 6.1.
5.7 Financial position of Company - There has not been nor is
there presently threatened any material adverse change in the
financial condition of the Company since the Effective Date, and
as at the Completion Date there will not be any material adverse
change in the financial condition of the Company.
5.8 Carry on business - The Company has carried on business
since the Effective Date and will carry on business in a normal
manner without let or hindrance down to the Completion Date.
5.9 Material contracts - The Company will not prior to the
Completion Date enter into any material contract except in the
normal and ordinary course of business and will not become a
party to any unusual abnormal or onerous contract or arrangement
except such as has been fully disclosed in writing and approved
in writing by the Purchaser, and in particular the Company has
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not ....... during the Interim Period do any act or enter into
any commitments in relation to the Licence or the Joint Venture
which might affect materially the value of the Company's
interest, without the prior written approval of the Purchaser.
5.10 Disclosure of contracts - The Vendors have prior to the
execution of this agreement made full disclosure to the Purchaser
of all contracts or agreements to which the Company is a party or
is subject.
5.11 Guarantees or indemnities - The Company is not and will not
prior to Completion become a party to any contract of guarantee
or indemnity except as contained in the contracts or agreements
referred to in clause 5.10 or as approved in writing by the
Purchaser.
5.12 Contingent liabilities - The Purchaser has been advised
prior to the date of this agreement of all contingent liabilities
of the Company and the Vendors will ensure that the Company does
not enter into or incur (except as approved in writing by the
Purchaser) any other contingent liability before Completion.
5.13 Information
(a) To the best of the Vendor's information, knowledge and
belief all information provided to the Purchaser was when given
true, complete and accurate in all material respects and the
Vendors are not aware of any fact or matter not disclosed in
writing to the Purchaser which renders any such information
untrue, inaccurate, misleading or incomplete.
(b) The Vendors have not failed to disclose matters within
their knowledge relating to the Company and its assets and
liabilities of the Company which could reasonably be considered
to be material to an assessment whether or not to purchase the
Shares.
5.14 Moneys owing to the Company to be repaid - The Vendors will
repay any moneys owing by them or any Associated Person to the
Company and, whether in respect of loans, calls on capital, or
otherwise, whether or not that money is due or payable on the
Completion Date and will (except as approved in writing by the
Purchaser) ensure that on Completion all business arrangements
and other relationships between the Vendors and their Associated
Persons of the one part and the Company of the other part are
terminated so that neither the Vendors nor any of their
Associated Persons shall thereafter have any claim on the
Company.
5.15 Assets - At Completion all assets of the Company will be the
property of the Company and will not be subject to any charge,
encumbrance, lien, pledge (whether equitable or legal) factoring
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or discount agreement, or royalty agreement (other than the
royalty to the Crown which is a condition of the Licence).
5.16 Insurance - All the Company assets which are of an insurable
nature are insured in an insurance office for their full
insurable value respectively and that the Company will not prior
to the Completion Date allow any policy of insurance over its
assets to lapse or to be discontinued or to be cancelled and that
the Company will punctually pay all premiums payable in respect
of such insurances as the same may fall due and be payable prior
to the Completion Date.
5.17 Maintain Licence - The Company has and shall act in all ways
within its power to maintain its interest in the Joint Venture
and the Licence in good standing and to meet all obligations of
the Licence, the Joint Venture Agreement and the relevant
legislation, up to and including the Effective Date, and will
continue to do so during the Interim Period.
5.18 Employees and contractors - Except as disclosed in writing
to the Purchaser, the Company is not and will not at the
Completion Date be a party to any agreements with any independent
contractors, directors, managers or other officers, servants or
employees.
5.19 Litigation - The Company is not at present engaged in any
litigation nor are the Vendors aware of any cause of action or
right to claim for compensation or damage which could or might be
used for the purpose of commencing proceedings whether criminal
or civil against the Company, including but not limited to as a
participant in the Joint Venture, or as a holder of the Licence,
whether for environmental damage arising from the condition,
operation or ownership of the Licence and Joint Venture
operations and assets prior to the Effective Date or otherwise,
other than a dispute between the Joint Venture and the Crown
regarding the point of valuation for payment of the royalty due
to the Crown.
5.20 Books of Company - The books of the Company have been or
will be properly written up to and including the Completion Date
and that the books are in order in every respect.
5.21 Books of account - The Company holds in its possession all
books or account and other records (such as wage books) which it
is bound by law to retain in its possession.
5.22 Resolutions - No resolution by the members of the Company
has been passed which has not been recorded in the Minute Book of
the Company and that no resolution will be passed prior to the
Completion Date without the prior express approval of the
Purchaser in writing.
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5.23 Inland Revenue returns - The Company has and will at the
Completion Date have as and when required by law rendered to the
Commissioner of Inland Revenue all necessary returns that those
returns have been made on a proper basis and that there is no
dispute outstanding with the Commissioner of Inland Revenue in
respect of those returns.
5.24 Companies Office returns - The Company has and will at the
Completion Date have filed with the Registrar of Companies all
documents and returns required by law so that at the Completion
Date the records of the Company with the Registrar of Companies
will be correct and fully up to date.
5.25 Particulars of charges - The particulars of charges set out
in the second schedule to this agreement comprise all the
charges, liens, encumbrances or mortgages over the assets of the
Company.
6. LIABILITIES OF VENDORS AND PURCHASER
6.1 Indemnity by Vendors - The Vendors agree to hold the
Purchaser harmless and indemnified against any liability, loss or
damage arising from or out of any breach by the Vendors of any of
the warranties or covenants herein contained AND will on written
demand pay to the Purchaser an amount to fully compensate the
Purchaser for such liability loss or damage. Such indemnity shall
include, without limitation, payment of any amount found to be
owed by the Company contrary to the warranties in clause 5.6.
However, the Purchaser is aware of the contingent liability
relating to the ongoing dispute with the Crown regarding the
Point of Valuation for royalty purposes, and will accept such
liability if and when it fails due, irrespective of the fact that
it would largely relate to royalty underpayments prior to the
Effective Date, otherwise payable by the Vendors under clause
5.6.
6.2 Tax Indemnity
6.2.1 The Vendors will indemnify the Purchaser and the
Company and will keep them indemnified from the Completion Date
against the costs, losses or money payable on account of any
claim for or in respect of any Taxation. For this purpose
"Taxation" includes any income or transaction taxes, duties or
charges payable to any government or local authority in New
Zealand or elsewhere, or the Accident Rehabilitation and
Compensation Insurance Corporation, and all withholdings or
deductions in respect of those obligations, whatever their
nature. This indemnity shall extend to any Taxation which is
calculated by reference to:
(a) income or profits earned or attributed, or deductions
or relief claimed, on or before Completion; or
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(b) any other event on or before Completion (whether it was
a known or contingent liability at that date),
but excluding any obligation to pay royalties on petroleum
produced (which will be dealt with in accordance with the other
provisions of this Agreement).
6.2.2 By this indemnity, the Vendors will on demand pay to
the Purchaser or the Company (as the case may be) the amount
incurred by that party in respect of any Taxation including:
(a) the effect of any denial or loss of any allowance or
deduction or cancelling any right to repayment of Taxation;
(b) all reasonable costs and expenses properly payable by
the Purchaser or the Company in connection with any claim;
(c) reimbursement of any Taxation payable on payments made
in accordance with this indemnity (so that the Purchaser or the
Company receives the net sum it would have had or retained if no
claim had been made).
6.2.3 If the Company of the Purchaser receives a claim in
respect of Taxation, or proposes to claim against the Vendor,
they will provide full details to the Vendor and will give the
Vendor an opportunity to defend or dispute the claim. The
Purchaser and the Company will be entitled to take any steps to
avoid prejudice to their own respective tax positions and will be
indemnified by the Vendor even if the Vendor disputes the claim.
If the Purchaser or the Company is required to take or
contemplate any action which may prejudice the tax position of
the Vendor, it will consult with the Vendor before doing so.
6.3 Indemnity by Purchaser - Subject to the Vendor not having
breached any relevant warranty, the purchaser agrees to hold the
Vendors Jointly and severally harmless and indemnified against
any and all liability, loss, damage, claims or expenses arising
out of:
(a) environmental damage arising from the condition,
operation and ownership of the Licence, Joint Venture operations
or assets prior to the Effective Date,
(b) obligations of the Company incurred on or after the
Effective Date, including but not limited to any obligation to
properly plug and abandon any well and to restore any site or
workings located in the area of the Licence whether in existence
at or after the effective Date; and
(c) the contingent liability referred to in the final
sentence of clause 6.1
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6.4 Warranties and Representations by Purchaser - the Purchaser
represents, warrants and covenants to and for the benefits of
each Vendor severally that:
(a) no act, event or omission has occurred which (or which
passage of time) would render it liable to be struck off the
register of the State in which it is incorporated;
(b) it has full power and authority to make this agreement
and to perform and observe the conditions hereof; and
(c) the Purchaser is not the subject of an order for
liquidation or winding up nor has it entered into a scheme of
arrangement with its own creditors or any class of them, no
receiver or receiver and manager has been appointed to all or any
part of its undertaking or property, no petition has been
presented for its winding up and no writ of execution has been
presented against it or any of its property and, to the best of
its knowledge, information and belief, no such action is
threatened or contemplated and no act, event or omission has
occurred which (or which with the effluxion of time) might result
in any such action or event.
7. CONDITIONS PRECEDENT
7.1 Conditions Precedent - Without prejudice to any other
conditions applicable to this agreement or the completion of
those conditions, this agreement is conditional upon the Vendors
confirming in writing, on or before the date 90 days after the
date of this agreement, that no party to the Joint Venture
Agreement has exercised any preferential right of purchase,
7.2 Conditions Precedent Unsatisfied - If the above Conditions
Precedent is not met, or waived by the Purchaser, on or before
the date specified in clause 7.1, then this agreement shall be at
an end and neither party shall have a claim on the other.
8. MISCELLANEOUS
8.1 Entire Agreement - This agreement contains all the terms of
the arrangement between the parties and supercedes and
extinguishes all prior agreements, discussion and arrangements
between the parties with respect to the matters covered by this
agreement.
8.2 Dispute Resolution
(a) All differences and disputes which may arise between the
Vendors and the Purchaser touching and concerning this agreement
or any act or thing to be done, suffered or omitted in pursuance
of this agreement, ot touching or concerning the construction of
this agreement (except any dispute relating to any adjustments to
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be made to the Purchase Price) shall be referred to negotiation,
mediation or some other alternative dispute resolution technique
as agreed by the parties. If within 30 days of referral, the
parties cannot agree on the technique, timetable, procedures or
facilitator to be used, or the dispute is not resolved, any party
may refer the dispute to arbitration in New Zealand by 1
arbitrator appointed by agreement between the parties, or in the
absence of agreement by the President of the New Zealand Law
Society, such arbitration to be in accordance with the
Arbitration Xxx 0000.
(b) All disputes relating to any adjustments to be made to the
Purchase Price shall be decided by an independent expert whose
decision shall be binding on the parties. If the parties cannot
agree on the expert to be used within 30 days of referral, an
expert shall be appointed by the President of the Institute of
Chartered Accountants of New Zealand.
8.3 Costs - Each of the parties shall bear their own legal and
other costs in the preparation and implementation of this
agreement. The Purchaser shall bear any stamp duties, consent
fees and other imposts or taxes (including taxes under the Goods
and Services Tax Act 1985) arising from this agreement or the
transfer of the Shares.
8.4 Confidentiality - The parties mutually covenant that each
shall (except as any be required for the purpose of satisfying
the conditions precedent pursuant to clause 7.1 or as required
pursuant to clause 8.10 or as required by law, directive or the
listing requirements of any Stock Exchange and except for its
professional advisors) maintain, and aid in maintaining the
confidentiality of this agreement and the negotiations and other
steps leading to the agreement. The public disclosure of the
arrangements between the parties, including all statements to the
news media, shall proceed by way of mutual agreement between the
parties.
8.5 Non-merger - The warranties, undertakings, agreements,
covenants and indemnities given under or pursuant to this
agreement shall not merge on completion of the sale and purchase
of the Shares or the transfer of the Shares or otherwise, but
shall remain enforceable to the fullest extent despite any rule
of law to the contrary.
8.6 Right to inspect books and records - The Purchaser may at
all reasonable times together with the auditors of the Purchaser
inspect and make copies of the records and bolls of account of
the Company from the date of this agreement down to the
Completion Date and the Vendors will promptly and prior to the
Completion Date reply in writing to any request by the Purchaser
for information regarding the books of account or records or
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business of the Company relevant to any of the covenants,
warranties, conditions or other provisions contained or implied n
this agreement.
8.7 Governing law
(a) The governing law of this agreement and of the relations of
the parties arising from it shall be New Zealand law.
(b) The parties to this agreement hereby accept the jurisdiction
of the High Court of New Zealand and any proceedings issued in
respect of any claim, dispute or other matter arising out of this
agreement shall be issued out of the High Court at Wellington.
8.8 Nominee - This agreement shall be binding on and sahll enure
to the benefit of the administrators, executors and heirs of the
Vendors and to the benefit of the administrators, executors,
heirs and assigns of the Purchaser. It is acknowledged that the
Purchaser may nominate any person to be purchaser under this
agreement and upon such nomination such shall person shall take
over and assume all the obligations and benefits of the
Purchaser.
8.9 Joint and several - In the event of the Vendors being more
than one person their obligations under this agreement shall be
on a joint and several basis.
8.10 Announcements - The Vendors shall on completion, if
requested to do so by the Purchaser, make announcements to
customers, suppliers and agents of the Company in whatever forms
may be reasonably required by the Purchaser.
8.11 Nomination and assignment
(a) The Purchaser shall have the right to nominate in writing at
least 1 business day prior to the Completion Date any subsidiary
or associate to acquire as beneficial owner the Shares and from
and after such nomination he party so nominated shall take over
the rights and privileges conferred on the Purchaser under this
agreement as if such nominated party were Indo-Pacific Energy
(NZ) Limited.
(b) The Purchaser shall not be entitled to assign the benefit of
this agreement except under clause 8.11(a) and any party
nominated under clause 8.11(a) shall not be entitled to further
assign the benfit of this agreement or make any further such
nomination prior to Completion.
8.12 Notice - Any notice or communication document or demand
requiring to be made or served pursuant to this agreement shall
be in writing signed by the party giving the notice or by any
officer or solicitor of that party and served as follows:
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To the Vendors:
Discovery Petroleum NL
3rd Floor, 00 Xxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx Xxxxxxxxx 0000
Fax: 00-0-000-0000
Attention: Xxxx Strietberg
To the Purchaser:
Indo-Pacific Energy (NZ) Limited
Xxxxx 0-0, Xxxxxx Xxx Xxxxxxxx Xxxxxx
249 Karori Road, X.X. Xxx 00-000
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxx
Fax: 64--476-0120
Attention: Xxxxx Xxxxxxx
with a contemporaneous copy to the Purchaser's Solicitors:
Xxxx Watt & Stone
000 Xxx Xxxxxxx, X.X. Xxx 0000
Xxxxxxxxxx, Xxx Xxxxxxx
Fax: 00-0-000-0000
Attention: Xxxxx Xxxxx
or in respect of a party to such other address as that party may
at least 2 business days notice advise the other party as its
address for service.
Any notice shall be determined to be duly given or made:
(a) when delivered by hand;
(b) if sent by facsimile when transmission is confirmed by the
sending machine;
(c) if sent by post, 7 business days after posting.
8.13 Counterparts - This agreement may be signed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument. Any party may enter into this agreement
by signing any counterpart.
8.14 Facsimile - A Party may enter into this agreement by signing
any counterpart in either original of facsimile form (and if in
facsimile form shall as soon as practicable following execution
deliver the Agreement in original form to the other Parties). A
counterpart of the signature pages of this agreement in facsimile
form showing signatures in facsimile form shall be conclusive
evidence of signatures on the whole of the original form.
8.15 Non-waiver - Failure or omission by a party at any time to
enforce or require strict or timely compliance with any
provisions of this agreement shall not affect or impair that
provision in any way or the rights of that party to avail itself
of the remedies it may have in respect of any breach of that
provision.
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8.16 Further assurance - each party undertakes to do all acts and
things and execute and sign all deeds and documents which may be
required to be executed or signed or both to carry out or give
effect to the provisions of this agreement.
8.17 Amendment - No amendment to this agreement shall be
effective unless it is in writing and signed by the parties.
8.18 Partial invalidity - The illegality, invalidity or
unenforceability of a provision of this agreement under any law
shall not affect the legality, validity or enforceability of that
provision under another law or the legality, validity or
enforceability of any other provision of this agreement.
8.19 No assignment - Subject to clause 8.11(a), no party shall
assign its rights under this agreement without the prior written
consent of all other parties.
8.20 All parties to sign - This agreement shall not be binding on
any of the parties until all parties set out below as being
required to sign this agreement have signed this agreement.
EXECUTED as an agreement
SIGNED BY INDO-PACIFIC ENERGY (NZ) LIMITED in the presence of:
/s/ X.X. Xxxxxxxx /s/ Xxxxx Xxxxxxx
X.X. Xxxxxxxx Signature of Director/Authorised
Consultant Person
Perth, Western Australia
THE COMMON SEAL OF MINORA ENERGY PROPERTY (AUSTRALASIA) PTY
LIMITED was hereunto affixed in the presence of:
/s/ Illegible
Director
/s/ Illegible
Secretary
THE COMMON SEAL OF MINORA ENERGY LIMITED was hereunto affixed in
the presence of:
/s/ Illegible
Director
/s/ Illegible
Secretary
