EXHIBIT 2.2
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is made this ___ day of
______________ 2000, by and between Xxxx Resources Corporation, a New Mexico
corporation, ("Seller") with its principal place of business located at 000 Xxxx
Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx 00000, and Xxxx Resources Corporation, a Texas
corporation, whose address is 000 Xxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxxx 00000 (the
"Buyer").
R E C I T A L S:
WHEREAS, Seller is the owner of the tangible and intangible assets associated or
used in connection with the operation of the Seller; and
WHEREAS, Seller desires to sell and transfer certain of the assets associated or
used in connection with the operation of the Seller; and
WHEREAS, the Buyer or its designee desires to acquire the assets of the Seller,
upon and subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements set forth herein and in reliance upon the representations and
warranties contained herein, the parties hereto covenant and agree as follows:
ARTICLE I
PURCHASE AND SALE OF ASSETS AND PROPERTY
1.1 Assets of Seller to be Transferred to Buyer. On the Closing Date (as
defined in Article VI hereof), and subject to the terms and conditions set forth
in this Agreement, Buyer agrees to purchase, accept and acquire from Seller, and
Seller agrees to sell, transfer, assign, convey and deliver to Buyer, the
goodwill of Seller and all right, title and interest of Seller in and to the
certain fixed and intangible assets of Seller associated or used in connection
with the operation of the Seller set forth below (the "Purchased Assets"):
(i) The mineral royalty deed, royalty interests and net smelter royalty
interests in the Copper Flat Project, New Mexico, including past due royalties,
and all other contracts relating to the Copper Flat Project.
(ii) Mineral royalty and mineral leasehold interests in Texas and New Mexico
including the San Xxxx Basin property that is approximately 1,700 acres, the
interests in New Mexico leases known as Saladia, Red Dog, Fork Rock and North
Xxxxxx, and all Brazoria and Xxxxxxx County, Texas interests.
(iii) The Xxx Xxxxxx promissory note.
(iv) All motor vehicles (one motor vehicle)
(v) All cash in Xxxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxx account number 0000000000.
Signatory is Xxxxxxx Xxxx
(vi) All cash and securities in X.X. Xxxxxxx Brokers account number
269082-496. Signatory is Xxxxxxx Xxxx.
(vii) All cash and securities in Midwest Discount Brokers account number
00000000. Signatory is Xxxxxxx Xxxx.
(viii) Telephone numbers and trade name of Seller.
(ix) Office equipment of Seller.
(x) Rights to receive payment under Letter Agreement among Golden Oil
Company, Xxxxx X. XxXxxxxxx, Xx., and Seller.
1.2 Intent of the Parties. Although the exhibits and the schedules to this
Agreement are intended to be complete, to the extent any rights or assets of
Seller are otherwise necessary for the ownership and use of the Purchased
Assets, but are not properly itemized or do not appear on the applicable
exhibits where required, then, unless this Agreement otherwise provides directly
for Buyer to provide for or obtain such rights or assets in a different way, the
general language of Section 1.1 shall govern and such rights and assets shall
nonetheless be deemed transferred to Buyer at the Closing.
1.3 Excluded Assets. For the purposes of this Agreement, the term
"Purchased Assets" shall not include and Seller shall not sell or assign to
Buyer, and Buyer shall not purchase or accept assignment from Seller of, any
right, title or interest owned by Seller in entertainment assets (the "Excluded
Assets").
ARTICLE II
ASSUMED LIABILITIES
The Buyer shall have an obligation and shall assume the liabilities of the
Seller that exist immediately prior to the Closing Date and the liabilities of
the Seller that may arise in the future that are a result of the Seller's
operations prior to the Closing Date.
ARTICLE III
PURCHASE PRICE AND PAYMENT
3.1 Purchase Price. As consideration for the Purchased Assets, Buyer shall
caused to be delivered to the Seller, the quantity of 2,000,000 pre-reverse
split shares of common stock of the Seller duly endorsed to the Seller or
accompanied by duly executed stock powers.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller represents and warrants to Buyer as follows:
4.1 Organization and Capitalization of Seller. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New Mexico, with full power and authority and all necessary governmental and
regulatory licenses, permits and authorizations to carry on the businesses in
which it is engaged, to own the properties that it owns currently and to perform
its obligations under this Agreement, is duly qualified or licensed to do
business and is in good standing as a foreign corporation in all states or
jurisdictions that the conduct of such business requires such qualification and
that the failure to be so qualified or licensed would have a material adverse
effect on the business of the Seller. The authorized capital stock of Seller
consists: (i) 25,000,000 shares of common stock, $.10 par value of which
8,534,257 shares are validly issued and outstanding, and (ii) 5,000,000 shares
of preferred stock $.10 par value, none of which are issued and outstanding.
4.2 Authorization of Agreement. Seller has all requisite corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by Seller of this Agreement
and the performance by Seller of its obligations hereunder (a) have been duly
and validly authorized by all requisite corporate action and (b) will not
violate its charter or bylaws or any order, writ, injunction, decree, statute,
rule or regulations applicable to it or any of its properties or assets, or be
in conflict with, result in a breach of or constitute a default under any note,
bond, indenture, mortgage, lease, license, franchise agreement or other
agreement, instrument or obligation, or result in the creation or imposition of
any lien, charge or encumbrance of any kind or nature whatsoever upon any of the
properties or assets of Seller. This Agreement and each and every agreement,
document, exhibit and instrument to be executed, delivered and performed by the
Seller in connection herewith constitute the valid and legally binding
obligations of the Seller enforceable against it, except as enforceability may
be limited by applicable equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws from time to time in effect
affecting the enforcement of creditors' rights generally.
4.3 Consents. Except as set forth on Exhibit 4.3, no consent of, approval
by, order or authorization of, or registration, declaration or filing by Seller
with any court or any governmental or regulatory agency or authority having
jurisdiction over Seller or any of its property or assets or any other person is
required on the part of Buyer in connection with the consummation of the
transactions contemplated by this Agreement, excluding any registration,
declaration or filing the failure to effect which would not have a material
adverse effect on the financial condition of Buyer or the operation of its
business after the Closing.
4.4 Title to Purchased Assets. The Seller has and will transfer to Buyer at
Closing good and marketable title to all of the Purchased Assets, that are being
sold to Buyer under this Agreement, free and clear of all liens, claims,
charges, encumbrances, restrictions or security interests except as listed in
Exhibit 4.4. Seller is not a party to any contract or obligation whereby there
has been granted to anyone an absolute or contingent right to purchase, obtain
or acquire any rights in the Purchased Assets or in any of the assets,
properties or operations of Seller or used in connection with the business of
Seller.
4.5 No Default. Seller is not in default under any term or condition of any
instrument evidencing, creating or securing any indebtedness of Seller, and
there has been no default in any material obligation to be performed by Seller
under any other contract, lease, agreement, commitment or undertaking to which
it is a party or by which it or its assets or properties are bound, nor has
Seller waived any material right under any such contract, lease, agreement,
commitment or undertaking.
4.6 Disclosure. No representation or warranty of the Seller contained in
this Agreement (including the exhibits hereto) contains any untrue statement or
omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made, not misleading.
4.7 No Brokerage Commission. No broker or finder has acted for the Seller
in connection with this Agreement or the transactions contemplated hereby, and
no person is entitled to any brokerage or finder's fee or compensation in
respect thereof based in any way on agreements, arrangements or understandings
made by or on behalf of the Seller.
4.8 Litigation. No litigation is pending, or, to Seller's knowledge,
threatened, against the Seller, or its assets or properties that seeks to
restrain or enjoin the execution and delivery of this Agreement or any of the
documents referred to herein or the consummation of any of the transactions
contemplated hereby or thereby. The Seller is not subject to any judicial
injunction or mandate or any quasi-judicial or administrative order or
restriction directed to or against it or that would affect the Purchased Assets.
There are no judgments or outstanding orders, injunctions, decrees, stipulations
or awards against the Seller or any of its assets or properties.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE BUYER
Buyer hereby represents and warrants to Seller as follows:
5.1 Organization of Buyer. Buyer is a corporation duly organized, validly
existing and in good standing in the laws of the state of Texas, with full power
and authority to carry on the businesses in which it is engaged, to own the
properties that it owns currently and will own at the Closing, and to perform
its obligations under this Agreement.
5.2 Authorization of Agreement. Buyer has all requisite corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. The execution and delivery by Buyer of this Agreement and the
performance by Buyer of its obligations hereunder (a) have been duly and validly
authorized by all requisite corporate action and (b) will not violate its
charter or bylaws or any order, writ, injunction, decree, statute, rule or
regulations applicable to it or any of its properties or assets, or be in
conflict with, result in a breach of or constitute a default under any note,
bond, indenture, mortgage, lease, license, franchise agreement or other
agreement, instrument or obligation, or result in the creation or imposition of
any lien, charge or encumbrance of any kind or nature whatsoever upon any of the
properties or assets of Buyer. This Agreement and each and every agreement,
document, exhibit and instrument to be executed, delivered and performed by the
Buyer in connection herewith constitute the valid and legally binding
obligations of the Buyer enforceable against it in accordance with their
respective terms, except as enforceability may be limited by applicable
equitable principles or by bankruptcy, insolvency, reorganization, moratorium,
or similar laws from time to time in effect affecting the enforcement of
creditors' rights generally.
5.3 Disclosure. No representation or warranty of Buyer contained in this
Agreement (including the exhibits hereto) contains any untrue statement or omits
to state a material fact necessary in order to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading.
5.4 Litigation. No litigation is pending, or, to Buyer's knowledge,
threatened, against Buyer, or its assets or properties that seeks to restrain or
enjoin the execution and delivery of this Agreement or any of the documents
referred to herein or the consummation of any of the transactions contemplated
hereby or thereby. The Buyer is not subject to any judicial injunction or
mandate or any quasi-judicial or administrative order or restriction directed to
or against it or that would affect the Purchased Assets. There are no judgments
or outstanding orders, injunctions, decrees, stipulations or awards against
Buyer or any of its assets or properties.
5.5 Brokerage Commission. No broker or finder has acted for the Buyer in
connection with this Agreement or the transactions contemplated hereby, and no
person is entitled to any brokerage or finder's fee or compensation in respect
thereof based in any way on agreements, arrangements or understandings made by
or on behalf of the Buyer.
ARTICLE VI
CONDITIONS TO CLOSING
6.1 Conditions to the Obligations of Seller. The obligations of the Seller
to consummate the transactions contemplated hereby shall be subject to the
satisfaction, on or before the Closing Date, of each and every one of the
following conditions, unless waived, in whole or in part, by the Seller for
purposes of consummating such transaction.
(a) The representations and warranties of Buyer set forth in this Agreement
shall be true and correct in all material respects on the Closing Date;
(b) Buyer shall have performed and complied with all agreements,
obligations, covenants and conditions required by this Agreement to be performed
or complied with on or prior to the Closing Date;
(c) The Seller shall have received a certificate, dated the Closing Date and
signed by the Buyer to the effect set forth in Section 6.1(a) and 6.1(b) for the
purpose of verifying the accuracy of such representations and warranties and the
performance and satisfaction of such covenants and conditions;
(d) The Seller shall have received each of the following, dated as of the
Closing Date:
(i) Resolutions of the Buyer that authorize the execution, delivery and
performance of this Agreement and the documents referred to herein to which it
is or is to be a party; and
(ii) A certificate of the State of Texas as to the existence and good standing
of the Buyer and certificates of the appropriate governmental authorities of
each state in which Seller is qualified or authorized to transact business as to
the good standing and qualification or authorization of Buyer;
(e) No action, suit or proceeding by or before any court or any governmental
or regulatory authority shall have been commenced and no investigation by any
governmental or regulatory authority shall have been commenced seeking to
restrain, prevent or challenge the transactions contemplated hereby or seeking
judgments against Buyer; and
(f) At or prior to the Closing, the Buyer shall have shall caused to be
delivered to the Seller, the quantity of 2,000,000 pre-reverse split shares of
common stock of the Seller duly endorsed to the Seller or accompanied by duly
executed stock powers.
6.2 Conditions to the Obligations of Buyer. The obligations of the Buyer to
effect the transactions contemplated hereby shall be subject to the
satisfaction, on or before the Closing Date, of each and every one of the
following conditions, unless waived, in whole or in part, by Buyer for purposes
of consummating such transaction.
(a) The representations and warranties of the Seller set forth herein shall
be true and correct in all material respects on the Closing Date with the same
force and effect as if they had been made on the Closing Date;
(b) Seller shall have performed and complied with all agreements,
obligations, covenants and conditions required by this Agreement to be performed
or complied with by Seller on or prior to the Closing;
(c) The Buyer shall have received a certificate, dated the Closing Date and
signed by the President of the Seller to the effect set forth in Section 6.2(a)
and 6.2(b) for the purpose of verifying the accuracy of such representations and
warranties and the performance and satisfaction of such covenants and
conditions;
(d) Buyer shall have received each of the following, dated as of the Closing
Date or, with respect to certificates of governmental authorities, dated within
30 business days prior to the Closing Date:
(i) A certificate of the Secretary of State of New Mexico as to
the existence and good standing of Seller certificates of the appropriate
governmental authorities of each state in which Seller is qualified or
authorized to transact business as to the good standing and qualification or
authorization of Seller;
(ii) Resolutions of the Board of Directors of Seller that
authorize the execution, delivery and performance of this Agreement and the
documents referred to herein to which it is or is to be a party;
(e) Seller shall have delivered to Buyer all instruments of assignment and
bills of sale necessary to transfer and convey to Buyer good and marketable
title to the Purchased Assets;
(f) No action, suit or proceeding by or before any court or any governmental
or regulatory authority shall have been commenced and no investigation by any
governmental or regulatory authority shall have been commenced seeking to
restrain, prevent or challenge the transactions contemplated hereby or seeking
judgments against Seller.
ARTICLE VII
THE CLOSING
7.1 Time and Place of Closing. The Closing of the transactions provided for
in this Agreement ("Closing") shall be held at the offices of Xxxxxxx, Xxxxx &
Xxxxxxxxx, 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, commencing at
11:00 a.m. Central Daylight Time on ______________ ____, 2000. The day on
which the Closing occurs is referred to herein as the "Closing Date."
7.2 Related Transactions. In addition to the purchase and sale of the
Purchased Assets, the following actions shall take place prior to the Closing of
this Agreement:
(a) That certain Asset Purchase Agreement by and among the Seller and Xxxxxx
Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx/Furla Films, a California general partnership, and
Xxxxxxx Xxxxxx Films, Inc., a California corporation, shall be executed,
delivered and performed; and
(b) That certain Stock Purchase Agreement by and among Xx. Xxxx and Xxxxxx
Xxxxx, Xxxxxxx Xxxxxx and Xxxxx Benz shall be executed, delivered and performed.
ARTICLE VIII
INDEMNIFICATION
8.1 Indemnification from the Seller. The Seller agrees to and shall
indemnify, defend (with legal counsel reasonably acceptable to Buyer), and hold
Buyer, its officers, directors, shareholders, employees, agents, affiliates, and
assigns harmless at all times after the date of this Agreement, from and against
and in respect of, any liability, claim, deficiency, loss, damage, penalty or
injury, and all reasonable costs and expenses (including reasonable attorneys'
fees and costs of any suit related thereto) suffered or incurred by Buyer
arising from (a) any misrepresentation by, or breach of any covenant or warranty
of Seller contained in this Agreement, or any exhibit or schedule, certificate,
or other instrument furnished or to be furnished by Seller hereunder, or any
claim by a third party (regardless of whether the claimant is ultimately
successful) that if true would be such a misrepresentation or breach; and (b)
any nonfulfillment of any agreement on the part of Seller under this Agreement,
or from any material misrepresentation in or material omission from, any
certificate or other instrument furnished or to be furnished to Buyer hereunder.
8.2 Indemnification from the Buyer. The Buyer agrees to and shall
indemnify, defend (with legal counsel reasonably acceptable to Seller) and hold
Seller, its officers, directors, shareholders, employees, agents, affiliates and
assigns harmless at all times after the date of Closing from and against, and
in respect of any liability, claim, deficiency, loss, damage, or injury, and all
reasonable costs and expenses (including reasonably attorneys' fees and costs of
any suit related thereto) suffered or incurred by Seller, from (a) any
misrepresentation by, or breach of any covenant or warranty of, the Buyer
contained in this Agreement or any exhibit or schedule, certificate, or other
agreement or instrument furnished or to be furnished by Buyer hereunder, or any
claim by a third party (regardless of whether the claimant is ultimately
successful), that if true, would be such a misrepresentation or breach; and (b)
any nonfulfillment of any agreement on the part of Buyer under this Agreement,
or from any misrepresentation in or omission from, any certificate or other
agreement or instrument furnished or to be furnished to Seller hereunder.
8.3 Defense of Claims. If any lawsuit or enforcement action is filed against
any party entitled to the benefit of indemnity hereunder, written notice
thereof shall be given to the indemnifying party as promptly as practicable (and
in any event not less than fifteen (15) days prior to any hearing date or other
date by which action must be taken); provided that the failure of any
indemnified party to give timely notice shall not affect rights to
indemnification hereunder except to the extent that the indemnifying party
demonstrates actual damage caused by such failure. After such notice, if the
indemnifying party shall acknowledge in writing to such indemnified party that
this Agreement applies with respect to such lawsuit or action, then the
indemnifying party shall be entitled, if it so elects, to take control of the
defense and investigation of such lawsuit or action and to employ and engage
attorneys of its own choice to handle and defend the same, at the indemnifying
party's cost, risk and expense; and such indemnified party shall cooperate in
all reasonable respects, at its cost, risk and expense, with the indemnifying
party and such attorneys in the investigation, trial and defense of such lawsuit
or action and any appeal arising therefrom; provided, however, that the
indemnified party may, at its own cost, participate in such investigation, trial
and defense of such lawsuit or action and any appeal arising therefrom. The
indemnifying party shall not, without the prior written consent of the
indemnified party, effect any settlement of any proceeding in respect of which
any indemnified party is a party and indemnity has been sought hereunder unless
such settlement of a claim, investigation, suit, or other proceeding only
involves a remedy for the payment of money by the indemnifying party and
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such proceeding.
8.4 Default of Indemnification Obligation. If an entity or individual
having an indemnification, defense and hold harmless obligation, as above
provided, shall fail to assume such obligation, then the party or entities or
both, as the case may be, to whom such indemnification, defense and hold
harmless obligation is due shall have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any suit related thereto) and to make any settlement or pay any judgment or
verdict as the individual or entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such settlement, payment, expense and costs, including reasonable attorneys'
fees, to the entity or individual that had the obligation to provide such
indemnification, defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may be.
ARTICLE IX
MISCELLANEOUS
9.1 Notices. All communications required or permitted under this Agreement
shall be in writing and any communication or delivery hereunder shall be deemed
to have been duly made if actually delivered or sent by electronic fax or
overnight commercial courier or registered or certified mail, postage prepaid,
addressed to the party being notified as set forth below. All such notices and
communications shall be deemed to have been received (i) on the date of
delivery; (ii) conformed facsimile transmission; (iii) one day after delivery to
an overnight commercial courier; or (iv) on the third business day after the
mailing thereof. Any party may, by written notice so delivered to the other,
change the address to which delivery shall thereafter be made. Notices to the
parties hereto shall be made at the addresses set forth below:
(a) If to Seller to:
Xxxx Resources Corporation, A New Mexico corporation.
c/o Xxxxxx/Furla Films
Warner Hollywood Studios--Xxxx Xxxxxxxx Bldg., Suite 101
0000 Xxxxx Xxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
With a copy to:
Xxxx Xxxxxxxxx
00000 Xxxxxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Fax: (000) 000-0000
(b) If to Buyer, to:
Xxxx Resources, Inc., a Texas corporation
c/o Xxxxxxx Xxxx.
000 Xxxx Xxxxxxx
Xxxx Xxxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
With a copy to:
J. Xxxxxx Xxxxxxxxx
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Fax: (000) 000-0000
9.2 Assignment. The Buyer may assign its rights in this Agreement. This
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective heirs, personal representatives, successors and
assigns.
9.3 Counterparts and Facsimiles. This Agreement may be executed in multiple
counterparts and in any number of counterparts, each of which shall be deemed an
original but all of which taken together shall constitute and be deemed to be
one and the same instrument and each of which shall be considered and deemed an
original for all purposes. This Agreement shall be effective with the facsimile
signature of any of the parties set forth below and the facsimile signature
shall be deemed as an original signature for all purposes and the Agreement
shall be deemed as an original for all purposes.
9.4 Section Headings. The section headings contained in this Agreement are
for convenient reference only and shall not in any way affect the meaning or
interpretation of this Agreement.
9.5 Entire Agreement; Amendment. This Agreement, the documents to be
executed hereunder and the exhibits attached hereto constitute the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties pertaining to the subject matter hereof,
and there are no warranties, representations or other agreements among the
parties in connection with the subject matter hereof except as specifically set
forth herein or in documents delivered pursuant hereto. No supplement,
amendment, alteration, modification, waiver or termination of this Agreement
shall be binding unless executed in writing by the parties hereto. All of the
exhibits referred to in this Agreement are hereby incorporated into this
Agreement by reference and constitute a part of this Agreement.
9.6 Survival. All warranties and representations herein shall survive the
Closing and shall be true and correct as of the date hereof . The respective
representations, warranties, covenants and agreements set forth in this
Agreement shall survive the Closing for the maximum period allowed by law.
9.7 Public Announcements. The parties hereto agree that prior to making any
public announcement or statement with respect to the transactions contemplated
by this Agreement, the party desiring to make such public announcement or
statement shall consult with the other parties hereto and the parties shall
exercise their best efforts to (i) agree upon the text of a joint public
announcement or statement to be made by all of such parties or (ii) obtain
approval of the other parties hereto to the text of a public announcement or
statement to be made solely by the party desiring to make such public
announcement; provided, however, that if any party hereto is required by law to
make such public announcement or statement, then such announcement or statement
may be made without the approval of the other parties.
9.8 Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
9.9 Waiver. No waiver by any party of any default or non-performance shall
be deemed a waiver of any subsequent default or non-performance, and no waiver
of any kind shall be effective unless set forth in writing and signed by the
party against whom such waiver is to be charged.
9.10 Further Assurances. Each party covenants that at any time, and from
time to time, after the Closing Date, it will execute such additional
instruments and take such actions as may be reasonably requested by the other
parties to confirm or perfect or otherwise to carry out the intent and purposes
of this Agreement.
9.11 Exhibits Not Attached. Any exhibits not attached hereto on the date of
execution of this Agreement shall be deemed to be and shall become a part of
this Agreement as if executed on the date hereof upon each of the parties
initialing and dating each such exhibit, upon their respective acceptance of its
terms, conditions and/or form.
9.12 Expenses. All expenses incurred by the parties hereto in connection
with or related to the authorization, preparation and execution of this
Agreement and the Closing of the transactions contemplated hereby, shall be
borne solely and entirely by the party that has incurred the same.
9.13 Gender. All personal pronouns used in this Agreement shall include the
other genders, whether used in the masculine, feminine or neuter gender, and the
singular shall include the plural, and vice versa, whenever appropriate.
9.14 Choice of Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas, without regard to principles of
conflict of laws.
[Signatures Appear On The Next Page]
IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to
be executed effective as of the day and year first above written.
SELLER:
Xxxx Resources Corporation, a New Mexico corporation
By /s/ Xxxxxx Xxxxx
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Print name Xxxxxx Xxxxx
Its Chairman and Chief Executive Officer
BUYER:
Xxxx Resources Corporation, a Texas corporation
By /s/ Xxxxxxx Xxxx XX
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Xxxxxxx Xxxx XX
Its President
