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EXHIBIT 10.68
W & T OFFSHORE, INC.
Eight Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
October 15, 1996 (000) 000-0000
FAX (000) 000-0000
National Energy Group, Inc.
1400 One Energy Square
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn:Mr. Miles Xxxxxx
RE: Purchase and Sale Agreement
East Bayou Sorrel Prospect
Iberville Parish, Louisiana
Dear Xx. Xxxxxx:
This letter represents the Purchase and Sale Agreement (the "Agreement")
between W & T OFFSHORE, INC. ("Seller") and NATIONAL ENERGY GROUP, INC.
("Buyer") pursuant to which Seller desires to sell and Buyer desires to
purchase the properties in Paragraph 1 below on the terms and conditions
hereinafter set forth.
1. The Assets
Subject to the terms and conditions of this Agreement, Seller shall sell
and Buyer shall purchase and pay for, as hereinafter provided, the
properties that are subject to this Agreement, including all of Seller's
right, title and interest in and to the following:
A. All rights of Seller in and to the real property leases which
have been recorded as of October 1, 1996 in the Official Records
of the Clerk of Court, Iberville Parish, Louisiana, including
oil, gas and mineral interests, together with any identical or
concurrent rights and interests in and to all property and rights
incident thereto, including without limitation lands, formations,
wellbore rights, royalties, production payments, options,
agreements, easements in Connection therewith set forth on
Exhibit "A" and Exhibit "A-1" attached hereto, together with all
rights of Seller in improvements, appurtenances, easements,
licenses, unitization and pooling agreements and other rights and
interest thereon and therein, hereinafter individually (the
"Lease") and collectively (the "Leases"); and
B. To the extent attributable or allocable to the Leases, all of
Seller's right, title and interest in and to all xxxxx, including
the X. X. Xxxxxxx et al No. 1 Well (and any production
attributable thereto), pumps and other well equipment, (surface
and subsurface) owned by Seller which is used in connection with
the production, treatment, processing, gathering, sale or
disposition of hydrocarbons water or other substances from the
Lease, hereinafter (the "Equipment"); and
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C. Seller's contractual rights and obligations pertaining to the
Leases and Equipment, collectively the "Contracts", to wit:
(1) Participation Agreement dated December 15, 1995
between Supply Development Group, Inc. et al, as
Participants, and W & T Offshore, Inc., as
Operator;
(2) Operating Agreement dated December 15, 1995 between
W & T Offshore, Inc., as Operator, and Supply
Development Group, Inc. et al, as Non-Operator,
hereinafter ("Operating Agreement");
(3) Escrow and Security Agreement dated April 10, 1996
between W & T Offshore, Inc., as Operator, and
Xxxxxxx, Inc. for the plugging and abandonment of
the X. X. Xxxxxxx et a[ No. 1 Well;
(4) Assignment of Overriding Royalty Interests dated
September 8, 1995, between UMC Petroleum
Corporation, as Assignor, and Xxxxxxxx Oil & Gas,
Inc., as Assignee, recorded in COB 481, Entry 268,
Official Records of Iberville Parish, Louisiana;
(5) Assignment of Overriding Royalty from UMC Petroleum
Corporation to W. Xxxxx Xxxxxx and Xxxxxx X.
Xxxxxxx, dated February 22, 1996 and recorded in
COB 485, Entry 145 of the Official Records of
Iberville Parish, Louisiana;
(6) Assignment of Oil, Gas and Mineral Lease effective
December 15,1995 between UMC Petroleum Corporation,
as Assignor, and W & T Offshore., Inc. et al,
recorded in COB 487, Entry 253, Official Records of
Iberville Parish, Louisiana;
(7) Partial Assignment of Oil, Gas and Mineral Leases
dated September 1, 1996 between W & T Offshore,
Inc., as Assignor, and Supply Development Group,
Inc. et al, as Assignees, assigning interest in
Leases recorded in COB 485, Entry 99, and COB 489,
Entry 75, Official Records of Iberville Parish,
Louisiana. Said Partial Assignment is currently
being circulated for signature and is unrecorded;
(8) Letter of Offer to Lease dated August 20, 1996 from
W & T Offshore, Inc. to Xx. Xxxxxxx X. Xxxxxxx of
Xxxxxxx, Inc. covering acreage on Township 10
South, Range 11 East, Iberville Parish, Louisiana;
(9) Purchase Order dated September 13, 1996 between
CF&S Tank and Equipment Company and W & T Offshore,
Inc. for the purchase of production equipment at
the East Bayou Sorrel Facility;
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(10) Gas Compressor Proposal and Agreement dated
September 25, 1996 between Global Compression
Services and W & T Offshore, Inc; and
D. All rights of Seller in and to any permits, licenses, or other
similar authorizations or understandings pertaining to, related
to or in connection with the Leases as set forth on Exhibit "A-2"
attached hereto, hereinafter (the "Permits"); and
E. A copy of Seller's original files, copied at Buyer's expense,
pertaining to the Leases, Equipment and Contracts, EXCLUDING
HOWEVER, any seismic data (licensed or proprietary) maps or
interpretative information generated by Seller, and any reports
or other data or information prepared by Seller pertaining to
economic analysis or reserve forecasts (collectively, the
"Records"'). The Records, together with the Leases, Equipment,
Contracts and Permits shall hereinafter be collectively referred
to as (the "Assets").
2. Effective Time
The sale of the Assets shall be effective as of 7:00 a.m. CST on June 6,
1996.
3. Determination of Purchase Price
The purchase price for the Assets shall be Three Million Three Hundred
Thousand Dollars ($3,300,000.00), of which Five Hundred Thousand Dollars
($500,000.00) shall be due and payable as described in Paragraph 8
hereof, and the balance shall be due and payable as described in
Paragraph 7.b) hereof as of the Closing.
4. Closing
If the conditions of Closing have been satisfied or waived in writing by
the party to whom the obligation is due, the consummation of the
transactions contemplated hereby (the "Closing") shall occur on or
before October 31, 1996 at Seller's offices in Houston, Texas. The time
referred to hereinabove in which Closing must take place may be extended
by mutual agreement in writing between the parties. If the parties
agree, Closing may take place by mail.
5. Payment of Purchase Price
The Purchase Price shall be paid at Closing by wire transfer of
immediately available funds (federal) to the following account:
Deposit Guaranty National Bank
Xxxxxxx, XX 00000-0000
ABA No. 000000000
Account No. 500-0000000
c/o W & T Offshore, Inc.
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6. Closing Obligations
At the Closing:
a) Seller shall execute, acknowledge and deliver a Xxxx of Sale and
Conveyance and Assignment in the form of Exhibit "C" attached
hereto to convey title to the Assets to Buyer (in sufficient
counterparts to facilitate recording), as well as any applicable
state assignment forms and deliver possession thereof to Buyer;
b) Seller shall execute and deliver all other documents satisfactory
in form and substance to Buyer and its counsel, as may be
required, in Buyer's reasonable opinion, to effect or evidence
the assignment, conveyance, transfer and delivery to Buyer of the
Assets or to enable Buyer to continue to operate the Assets,
including Form MD-10-R-A naming Seller as the Operator of the
Assets as of November 1, 1 996;
c) Seller shall deliver an incumbency certificate dated the Closing
Date, together with copies, certified by its Corporate Secretary
or the Assistant Corporate Secretary of resolutions of its Board
of Directors authorizing the execution, delivery and performance
by Seller of this Agreement and the documents, instruments,
certificates and other agreements being executed and delivered by
it pursuant to the terms hereof;
d) Seller shall deliver a certificate of an officer that the
representations and warranties described in Paragraph 11 hereof
have been fulfilled;
e) Buyer shall make payment of the Purchase Price described in
Paragraph 3 in the manner described in Paragraph 5;
f) Buyer shall execute the Xxxx of Sale Conveyance and Assignment
and any state assignment forms and shall execute such other
instruments and take such other action as may be necessary to
carry out its obligations under this Agreement;
g) Buyer shall deliver an incumbency certificate dated the Closing
Date, together with copies, certified by its Corporate Secretary
or its Assistant Corporate Secretary, of resolutions of its Board
of Directors authorizing the execution, delivery and performance
by Buyer of this Agreement and the documents, instruments,
certificates and other agreements being executed and delivered by
it pursuant to the terms hereof; and
h) Buyer shall deliver a certificate of an officer that the
representations and warranties described in Paragraph 12 hereof
have been fulfilled; and
i) Buyer shall execute and deliver all other documents satisfactory
in form and substance to Seller and its counsel, as may be
required, in Seller's reasonable opinion, to effect or evidence
the assignment, conveyance, transfer and delivery to Buyer of the
Assets or to enable Buyer to continue to operate the Assets.
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7. Post-Closing Obligations
a) Receipts and Credits. All monies, proceeds, receipts,
credits and income attributable to the Assets for all
periods of time subsequent to the Effective Date shall be
the sole property and entitlement of the Buyer, and Seller
shall fully disclose and account for same to Buyer,
including any monies collected from Working Interest
Owners pursuant to a 'cash call" for work invoiced but not
completed as of the Effective Date. All monies, proceeds,
receipts and income attributable to the Assets for all
periods of time prior to the Effective Date shall be the
sole property and entitlement of Seller and Buyer shall
fully disclose, account for and transmit same to Seller
promptly. All costs, expenses, and disbursements, with
the exception of taxes, attributable to the Assets for the
period of time prior to the Effective Date, regardless of
when due or payable, shall be the sole obligation of
Seller and Seller shall promptly pay, or if paid by Buyer,
promptly reimburse Buyer for same. All costs, expenses,
and disbursements attributable to periods of time
subsequent to the Effective Date, regardless of when due
or payable, shall be the sole obligation of the Buyer, or
if paid by Seller, promptly reimbursed by the Buyer.
Seller shall be entitled to a credit for and reimbursement
in an amount equal to any amount received by Buyer after
Closing for any delivery or performance by Seller prior to
the Effective Date. All uncollected accounts
receivable attributable to the Assets and incurred after
the Effective Date shall be assigned to Buyer. All taxes
owed attributable to the Assets for any period in time,
whether before or after the Effective Date, will be paid
by Buyer.
b) Post-Closing Adjustments, Suspended Funds, and Audit
Rights:
On or before October 15,1996 or such other date thereafter
as Buyer and Seller may mutually agree (the "Interim
Settlement Date"), Seller shall prepare and deliver to
Buyer, in accordance with this Agreement, and generally
accepted accounting principles, a statement (the "Interim
Settlement Statement") setting forth each adjustment to
the Purchase Price and showing the calculation of such
adjustments and the resulting interim purchase price (the
"Interim Purchase Price"). The Interim Purchase Price
will be paid at Closing. The parties shall undertake to
agree with respect to the amounts due pursuant to such
Post-Closing Adjustments ("Final Purchase Price") no later
than ninety (90) days after the Closing Date. The datE!
upon which such agreement is reached or upon which the
Final Purchase Price is established, shall be herein
called the "Final Settlement Date". In the event that (1)
the sum of the Final Purchase Price is more than the sum
of the net Purchase Price, Buyer shall pay to Seller or to
Seller's account (as designated by Seller) in immediately
available funds the amount of such difference, or (2) the
sum of the Final Purchase Price, is less than the sum of
the net Purchase Price, Seller shall pay to Buyer or to
Buyer's account (as designated by Buyer) in immediately
available funds the amount of such difference. The
Interim Purchase Price shall consist of:
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The Purchase Price set forth in Paragraph 3:
(1) Plus the amount of all reasonable and necessary
expenditures made by Seller that are attributable
to the Leases transferred to Buyer between the
Effective Date and the Interim Settlement Date,
including, without limitation, rentals and similar
charges and expenses, including those billed under
the Operating Agreement, and all prepaid expenses;
(2) Plus simple interest accrued on $2.8 Million
(Purchase Price minus Initial Payment) from October
15, 1996 to Closing at the rate of 9% per annum,
and Seller's proportionate share of monies plus
interest accrued attributable to the W & T
Offshore, Inc./Xxxxxxx, Inc. Plugging and
Abandonment Escrow Account #10-7968-00-0 at Deposit
Guaranty National Bank.
(3) Each party reserves the right to conduct an audit
of pertinent books and records of the other party
for a period of six (6) months subsequent to the
Final Settlement Date to expedite or confirm any
required accounting or adjustment. Thereafter, no
further audits will be permitted and no further
adjustments will be made.
8. Initial Payment
Contemporaneously with the execution of this Agreement but in no event
later than October 15, 1996, Buyer shall deliver to Seller the sum of
Five Hundred Thousand Dollars ($500,000.00) ("Initial Payment") in the
form of wire transfer to the account identified in Paragraph 5 as
consideration for this Agreement which shall be credited against the
Purchase Price at Closing. The Initial Payment is non-refundable, and
non-interest bearing and shall remain the property of Seller unless
Seller has materially breached the covenants, agreements and/or
representations contained in this Agreement or, if upon Buyer's full
compliance with all of the material terms and conditions of Closing,
Seller refuses to transfer the Assets as required by this Agreement, in
which event, Seller shall promptly return the Initial Payment to Buyer.
9. Operatorship
Contemporaneously with the execution of this Agreement and receipt of
the Initial Payment, Seller shall resign as Operator of the X. X.
Xxxxxxx #1 Well and the East Bayou Sorrel Prospect, and at which xxxx
Xxxxxx shall execute and deliver to Buyer Form MD-10-R-A as required by
the State of Louisiana Office of Conservation, naming Buyer as the
Operator of the Assets. However, in the event that Closing does not
occur on or before October 31, 1996, Buyer shall immediately resign as
Operator and Seller shall be named Operator. The document described in
this paragraph evidencing the designation of Operator from Buyer to
Seller effective November 1, 1996 shall be executed by Buyer
contemporaneously with Buyer being named Operator.
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10. Assumption of Obligations
As of Closing, but effective as of the Effective Time, Buyer shall
assume, be bound by, discharge and be responsible for all duties and
obligations arising under and by virtue of the Assets, including, but
not limited to all Contracts described in Paragraph 1.C. and all
applicable and valid recorded and unrecorded agreements, contracts and
instruments related thereto (herein the "Assumed Obligations").
11. Representations of Seller.
Seller represents to Buyer as follows:
a) Seller has not alienated its ownership interest in the Assets,
including its undivided Gross Working Interest in the Leases and
its Net Revenue Interests in production therefrom or attributable
thereto in the percentages which set forth herein, and the same
are free of any lien, burden or encumbrance created or suffered
to exist by Seller, except for inchoate liens for payment of
operating expenses in the ordinary course of operating the Lease.
b) Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and is
qualified to do business in the State of Louisiana.
c) The execution and delivery of this Agreement by Seller have been
duly authorized by all necessary corporate actions and do not
conflict with any of the provisions contained in Seller's
Articles of Incorporation or By-Laws and constitutes a legal,
binding and enforceable obligation against Seller in accordance
with its terms.
d) Seller agrees to use its best efforts to obtain any necessary
consents and approvals of governmental authorities to the
performance by Seller of the transaction contemplated hereby; and
Seller, to the best of its knowledge, has maintained all material
licenses, permits, and other governmental authorizations required
to be maintained in connection with its ownership and operation
of the Assets.
e) AT CLOSING, SELLER WILL CONVEY TO BUYER SELLER'S INTERESTS IN THE
ASSETS WITH NO WARRANTY, EXPRESS OR IMPLIED.
f) Seller has the right to sell and transfer the Assets to Buyer and
when the Xxxx of Sale, Conveyance and Assignment are duly
recorded, Buyer shall have acquired all of Seller's right, title
and interest to the Assets as provided herein.
g) To the best of Sellers' knowledge, Seller has assembled and
included in the Records the information in Seller's possession
which relates to its ownership and/or exploration, development
and operation of the Assets, and the marketing of production from
the Lease.
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h) To the best of Sellers' knowledge, there is no action, suit
proceedings (administrative, judicial or otherwise), claim,
arbitration or investigation pending or threatened against, or
affecting the interest of Seller in the assets or this Agreement
in any Court or before any governmental agency or instrumentality
or other entity; that it is not aware of claims or grounds for
any claim which may result in any such action being instituted or
claim being made.
i) To the best of Sellers' knowledge, Seller is not in default under
any of the material terms and conditions of any Contract.
j) To the best of its knowledge, Seller is not in violation, nor has
it received notice of any alleged violation, of any judgment,
decree, order, law, license, rule or regulation pertaining to
environmental matters, including without limitation, those
arising under the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, the Superfund Amendments and
Reauthorization Act of 1986, the Federal Water Pollution Control
Act, the Solid Waste Disposal Act, as amended, the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances
Control Act, or any analogous state or local statute, regulation,
ordinance, order or decree relating to the environment, in each
case as in effect as of the date of this Agreement, such laws, as
in effect from time to time, are referred to herein as
("Environmental Laws"), with respect to the Leases. There have
been no site assessments by third parties or formal reports to
regulatory authorities in Seller's possession or of which Seller
has knowledge regarding potential environmental liabilities
associated with the Leases and relating to compliance with
applicable Environmental Laws or contamination by any toxic
substance, oil or hazardous materials or other Chemicals or
substances regulated by any Environmental Laws of the Leases;
k) To the best of its knowledge, all information relating to the
transactions contemplated hereby furnished by it in this
Agreement and the attachments and Exhibits hereto are accurate
and complete in all material respects.
l) The representations and warranties of Seller set forth herein
shall be true on and as of Closing and on and as of the Effective
Time with the same force and effect as though made on each of
said dates but with the exception of sub-paragraph (i), they
shall survive only for a period of one (1) year after Closing as
to any claim noticed to Seller based on the untruthfulness or
breach thereof within said one year period.
12. Representations of Buyer.
Buyer represents to Seller as follows:
a) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and is duly
qualified to do business and to own and/or operate the Lease in
the State of Louisiana.
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b) The execution and delivery of this Agreement by Buyer have been
duly authorized by all necessary corporate actions and do not
conflict with any of the provisions contained in Buyer's Articles
of Incorporation or By-Laws or in any other instrument to which
it as a party or by which it is bound.
c) Buyer agrees to use its best efforts to obtain as of Closing any
necessary consents and approvals of governmental authorities or
other entities necessary to own and/or operate the Lease.
d) The representations of Buyer set forth herein shall be true on
and as of Closing and on and as of the Effective Date with the
same force and effect as though made on each of said dates.
e) Buyer is acquiring the Assets for its own account and not with a
view to, or for offer or resale in connection with, a
distribution thereof within the meaning of the Securities Act of
1933 and the rules and regulations pertaining to it or a
distribution thereof in violation of any applicable securities
laws.
f) Buyer has been afforded the opportunity and a period of time in
which to examine the records of Seller at Seller's offices with
respect to the Assets and has been afforded access to all
information in Seller's possession with respect to the Assets.
Buyer acknowledges that Seller has made no representations or
warranties as to the accuracy or completeness of such
information, or as to its title to the Assets. and, in entering
into and performing this Agreement, Buyer has relied and will
rely solely upon its independent investigation of, and judgment
with respect to the Assets, their value and Seller's title
thereto.
g) Prior to Closing, (i) Buyer will not take any action with respect
to the Assets which would create any matErial liabilities or
which would create any commitments other than those created in
the ordinary course of business without Seller's written consent;
provided, however, Buyer will not commit or agree with anyone to
comm t oil or gas production beyond existing commitments without
Seller's prior written consent, (ii) to the extent that any
applicable operating agreement or other contract provides for
Buyer's approval, Buyer will not approve the purchases of any
single item of new equipment for use on the Lease or any single
testing, reworking, drilling, completion, workover or development
operation having an estimated net cost to Seller's interest
greater than Twenty Thousand and No/100 Dollars ($20,000.00)
without Seller's prior written consent, (iii) Buyer shall not
sell, release or otherwise dispose of or encumber, any of the
Assets purchased herein except in the normal and ordinary course
of business and (iv) Buyer shall notify Seller promptly of any
unusual matter relating to he Assets and to its operations of
which Buyer becomes aware or may be informed of, specifying
appropriate particulars.
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13. Buyer's Obligations and Indemnity
a) Buyer has examined the Assets and agrees to accept it in its
present condition, as is, and assumes ;all responsibility for
damages caused by the conditions on the property attributable to
Seller's ownership or operation before, on or after the Effective
Date, except for acts of Seller which are violations of law or as
a result of Seller's fraud or gross negligence, however, with
Article XVI. of the Operating Agreement being in full force and
effect during the time of ownership and operation of the Assets
by Seller.
b) Buyer hereby agrees and shall agree in writing, in the form of
assignment of the Assets recorded in the applicable parish, as of
the Effective Date, to assume, perform and comply with all of the
provisions and obligations (express or implied) that are
attributable to the Assets, including, without limitation, all
the terms and conditions of the Contracts, agreements,
instruments and Leases as described in Paragraph 1 of this
Agreement.
c) Buyer agrees to accept full responsibility for Seller's
proportionate share of the cost for maintenance, repair, removal
and/or plugging and abandonment of all xxxxx, facilities and
equipment included in this Agreement and shall indemnify, defend
and hold Seller, its officers, directors, employees and agents
harmless from each and every loss, suit, claim, demand, cost
(including reasonable attorney's fees and court costs),
liability, judgment, injury, damage, action or cause of action,
fine, violation, citation, penalty or other sanction resulting
from Buyer's failure to comply with the terms and conditions of
this paragraph or resulting from the failure to comply with the
terms and conditions of any cf the agreements, including Leases,
listed herein. Buyer further agrees that it will perform such
plugging and abandonment of xxxxx, removal of platform and other
structures, and lease site cleanup and clearance in accordance
with the rules and regulations of the State of Louisiana, the
applicable Lease(s), as well as any other applicable agreements,
laws, or any governmental agencies having jurisdiction.
d) Buyer shall require in the instrument(s) of assignment to all
future assigns (if any) of the Lease(s) that the assignee assume
the same obligations contained in Paragraph 13.c) as Buyer has;
and that such future assignments) shall not relieve Buyer of its
obligations to Seller to properly plug and abandon xxxxx pursuant
to Paragraph 13.c).
e) Buyer hereby assumes all legal obligations, both contractual and
statutory of any nature, including to third parties, that are
attributable to, or arising in connection with, its ownership cr
operation of the Assets before, on or after the Effective Date,
except for acts of Seller which are violations of law or as a
result of Seller's fraud or gross negligence, however, with
Article XV.L. of the Operating Agreement being in full force and
effect during the time of ownership and operation of the Assets
by Seller.
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f) Buyer agrees to provide indemnification to Seller from and
against any and all actions, damages, liabilities, claims, liens,
and expenses of every kind and character, (including any
reasonable fees of counsel), whether known or unknown, that are
attributable to the Assets, that arise out of or in the manner
connected with Seller's ownership or operation of the Assets
before, on or after the Effective Date, and regardless of whether
or not Buyer has discovered any condition or contamination on the
Assets prior to the Effective Date, except for acts of Seller
which are violations of law or the result of Seller's fraud or
gross negligence, however, with Article XV.L. of the Operating
Agreement being in full force and effect during the time of
ownership and operation of the Assets by Seller.
g) Prior to the Closing, the Assets herein conveyed to Buyer and any
and all rights and obligations under this Agreement shall not be
assigned or delegated by Buyer in whole or in part without
obtaining Seller's prior written consent.
14. Insurance
Buyer agrees to purchase and carry at least the amounts of insurance
coverage as set out in Exhibit "D" to the Operating Agreement described
in Paragraph 1.C.(2) of this Agreement, effective on or before October
15, 1996. Said coverage is attached hereto as Exhibit "B" to this
Agreement. Buyer warrants that its insurer has read this agreement, and
Buyer shall furnish proof of insurance to Seller on or before the
execution and delivery of this Agreement.
15. Costs Borne by Buyer
Any and all costs associated with the assignment of the Assets shall be
borne solely by Buyer. Buyer shall be solely responsible for all
filings and recording of documents related to the Assets and for all
fees in connection therewith. Buyer shall furnish Seller with a
certified copy of the recorded and/or approved assignments.
16. Notices
Any and all notices required to be given hereunder shall be considered
given when the same have been personally delivered and receipt obtained
therefor, or when placed in the United States Mail, first class,
certified or registered mail, postage prepaid, return receipt requested,
addressed as follows:
(a) if to Seller:
W & T Offshore, Inc.
Eight Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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(b) if to Buyer:
National Energy Group, Inc.
1400 One Energy Square
0000 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Mr. Miles Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
17. Miscellaneous
a) Binding. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors
and assigns.
b) Governing Law. This Agreement and the legal relations hereunder
shall be governed and construed by the laws of the State of
Louisiana.
c) Headings. Headings are for convenience only and do not
constitute substantive provisions of this Agreement.
d) Amendment. This Agreement constitutes the entire agreement of
the parties and may be amended only by written instrument signed
by both parties.
e) Seller shall be so ' lely responsible for the cost of sales tax
and transfer duties, if any, properly payable upon and in
connection with the sale, assignment and transfer of the Assets
from Seller to Buyer hereunder. Buyer and Seller each agree to
deliver to the other party (or to such governmental or taxing
authority as the other party reasonable requested in order to
obtain an exemption with respect to any federal, state, municipal
or other transfer taxes that may otherwise be required to be paid
on the transfer of the Assets or that may otherwise be due with
respect to such transfer, promptly upon the earlier of: (1)
reasonable demand by the other party, or ii) discovery that such
form or document is required.
f) In the event of a dispute between the parties to this Agreement,
the parties agree to participate in good faith in a minimum of
four (4) hours of binding mediation with an attorney-mediator
trained and certified by the American Arbitration Association,
the United States Arbitration and Mediation Service, or any
comparable organization, and to abide by the mediation procedures
and decision of such organization. The parties agree to equally
bear the costs of the mediation.
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Please signify your acceptance and agreement to the foregoing terms and
conditions by signing the enclosed copy of this letter in the appropriate place
indicated below and return your executed copy to us as soon as possible.
Very truly yours,
W & T OFFSHORE, INC.
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Vice President
VLM: kec
Attachments
ACCEPTED and AGREED TO this 15 day of October, 1996.
NATIONAL ENERGY GROUP, INC.
By: /s/ R. Xxxxxx Xxxxxxx, Xx.
------------------------------
Its: Snr. Vice President
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