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ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT | Document Parties: Englewood, CO | Platina Energy Group, Inc | West Texas Royalties, Inc You are currently viewing:
This Asset Purchase Agreement involves

Englewood, CO | Platina Energy Group, Inc | West Texas Royalties, Inc

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Title: ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT
Governing Law: Texas     Date: 11/27/2006

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, Parties: englewood  co , platina energy group  inc , west texas royalties  inc
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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into
this 20th day of November, 2006, by and among WEST TEXAS ROYALTIES, INC., a
Texas corporation ("Seller" or "West Texas"), and PLATINA ENERGY GROUP,
INC., a Delaware corporation ("Purchaser").

EXPLANATORY STATEMENT

A. As part of its business, Seller owns the assets as described in
Section 1.1 below (the "Assets").

B. Purchaser desires to purchase and Seller desires to sell and transfer
to Purchaser, all rights, title and interest in and to all the Assets.

NOW, THEREFORE, for and in consideration of the Explanatory Statement that
shall be deemed a substantive part of this Agreement, and the mutual
covenants, promises, agreements, representations and warranties contained
herein, and other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged by the parties, the parties hereto agree,
represent and warrant as follows:

1. Purchase and Sale of Assets.

1.1. Assets. Purchaser agrees to purchase from Seller, and Seller agrees to
sell, transfer and assign to Purchaser free and clear of any and all
mortgages, liens, security interests, encumbrances, pledges, leases,
equities, claims, charges, restrictions, conditions, conditional sale
contracts, except as set forth herein, all of the Assets, as set forth
in Schedule 1.1 which will consist of (i) a seventy five percent (75%)
working interest in leases and options to lease, oil and gas properties
comprised of approximately 20,000 gross acres (more or less) located in
the Palo Doro Basin, Texas, and (ii) a seventy five percent (75%) working
interest in oil and gas leases on 372 acres (more or less) comprised of
approximately 21 wells located in Young County, Texas. Seller shall retain
a 25% Working Interest in the assets that are to be transferred pursuant
to schedule 1.2. Buyer will be designated the operator of the properties,
pursuant to the terms of a Joint Operating Agreement. The exact ownership
percentage being conveyed and the form of the Joint Operating Agreement
will be determined five (5) business days prior to closing (the "Assets").

1.2. Purchase Price for Assets. The purchase price for the Young County Assets
is Twenty Five Thousand (25,000) shares (the "Shares") of the Purchaser's
Series B Preferred Stock (the "Purchase Price") to be issued and delivered
to Seller at Closing as defined below. Seller will receive a portion of the
lease bonus when the Options to lease are exercised (as previously agreed
by seller and the Optionor by separate agreement).

1.3. Inspection. Purchaser or its designee shall have the right to enter upon
and inspect the Assets and all documents relating in any manner to the
Assets at Purchaser's expense.

2. Liabilities of Seller. Purchaser has not and shall not assume any debts,
liabilities and obligations of Seller and the Seller shall be and remain
solely liable and responsible for all debts, obligations, duties, and
liabilities of the Seller and shall indemnify and hold Purchaser harmless
therefrom.

3. Creditor Matters. The transactions reflected by this Agreement are
intended by the parties to be a contemporaneous exchange between the Seller
and the Purchaser accomplished at Closing. The transactions reflected in
this Agreement represent a regularly conducted, noncollusive sale, and have
been negotiated by the parties in an arm's length manner with due regard for
the respective obligations of the parties and value of the Assets transferred.

4. Brokerage Commissions. Each party hereto represents to the other parties
that it, he or she, as applicable, has not incurred any obligation or
liability, contingent or otherwise, for brokerage fees, finder's fees,
agent's commissions, or the like in connection with this Agreement or the
transactions reflected hereby.

5. Representations and Warranties.

5.1. Representations and Warranties of Seller. The Seller represents and
warrants to the Purchaser as of the date hereof and as of the Closing on the
Closing Date that:

5.1.1. Due Organization; Good Standing, Authority of Seller. The Seller is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Texas. The Seller has full right, corporate power
and authority to own, lease, operate and sell, transfer and convey any or all
of its properties and assets, and to carry on its business. The Seller is
duly licensed, qualified and authorized to do business in each jurisdiction
in which the properties and assets owned by it or the nature of the business
conducted by it make such licensing, qualification and authorization legally
unnecessary. The Seller is not in breach or violation of, and the execution,
delivery and performance of this Agreement will not result in a breach or
violation of, any of the provisions of the Seller's Articles of Organization
amended to the date of this Agreement (the "Articles") or bylaws, as amended
to the date of this Agreement (the "Bylaws") or any valid contracts or lawful
agreements to which the Seller is a party. No actions, proceedings or
transactions have been commenced or undertaken by the Seller which (i) give
or would give rights to any person or entity, other than the Purchaser, in
any of the Assets or (ii) interfere with the consummation of the transactions
contemplated by this Agreement.

5.1.2. Authorization and Validity of Agreements. The Seller has the legal
capacity, right, power and authority to enter into this Agreement. The
Seller has the full right, power and authority to execute, acknowledge,
seal and deliver this Agreement and to perform the transactions contemplated
by this Agreement. The execution, acknowledgment, sealing and delivery of
this Agreement by the Seller and the performance by the Seller of the
transactions contemplated hereby have been duly and validly authorized by
all necessary corporate action. This Agreement has been duly executed,
acknowledged and delivered by the Seller and is the legal, valid and binding
obligation of Seller, enforceable against the Seller in accordance with its
terms.

5.1.3. Agreement Not in Conflict with Other Instruments; Required Approvals
Obtained. The execution, acknowledgment, sealing, delivery, and performance
of this Agreement by the Seller, and the consummation of the transactions
reflected by this Agreement will not (a) violate or require any consent,
approval, or filing under, (i) any common law, law, statute, ordinance, rule
or regulation (collectively referred to throughout this Agreement as "Laws")
of any federal, state or local government (collectively referred to
throughout this Agreement as "Governments") or any agency, bureau,
commission, instrumentality or judicial body of any Governments (collectively
referred to throughout this Agreement as "Governmental Agencies"), or (ii)
any judgment, injunction, order, writ or decree of any court, arbitrator,
Government or Governmental Agency by which the Seller, any of the Purchased
Assets or any of the Seller and Seller's Shareholders are bound; (b) conflict
with, require any consent, approval, or filing under, result in the breach
or termination of any provision of, constitute a default under, or result in
the creation of any claim, security interest, lien, charge, or encumbrance
upon any of the Assets pursuant to, (i) the Seller's Articles or Bylaws,
(ii) any indenture, mortgage, deed of trust, license, permit, approval,
consent, franchise, lease, contract or other instrument, document or
agreement to which the Seller is a party or by which the Seller or any of
the Assets is bound, or (iii) any judgment, injunction, order, writ or decree
of any court, arbitrator, Government or Governmental Agency by which the
Seller or any of the Assets is bound; and all permits, licenses and
authorizations of any Government or Governmental Agency required to be
obtained prior to the Closing have been obtained and were in full force
and effect as of the Closing Date.

5.1.4. Conduct of Business in Compliance with Regulatory and Contractual
Requirements. The Seller has conducted its business in compliance with all
applicable Laws of the Government and Governmental Agencies and in compliance
with all restrictions, covenants, agreements, contracts, commitments,
understandings and arrangements applicable with respect thereto.

5.1.5. Legal Proceedings. There is no action, suit, proceeding, claim or
arbitration, or any investigation by any person or entity, including, but not
limited to, any Government or Government Agency, (i) pending, to which the
Seller is a party, or (ii) challenging the Seller's right to execute,
acknowledge, deliver, perform under or consummate the transactions reflected
by this Agreement, or (iii) asserting any right with respect to any of the
Assets, and, in each such case, there is no known basis for any such action,
suit, proceeding, claim, arbitration or investigation.

5.1.6. Tax Matters. The Seller is not a party to, and is not aware of, any
pending or threatened action, suit, proceeding, or assessment against it for
the collection of taxes by any Government or Governmental Agency. The Seller
has duly and timely filed with all appropriate Governments and Governmental
Agencies, all tax returns, information returns, and reports required to be
filed by the Seller. The Seller has paid in full all taxes, interest,
penalties, assessments and deficiencies owed by the Seller to all taxing
authorities. All taxes and other assessments and levies which the Seller is
required by applicable Law to withhold or to collect have been duly withheld
and collected and have been paid over to the proper Governments and
Governmental Agencies or are properly held by the Seller for such payment.
All claims by the IRS or any state taxing authorities for taxes due and
payable by the Seller have been paid for the liabilities for unpaid taxes
(whether or not disputed). The Seller is not a party to, and is not aware of,
any pending or threatened action, suit, proceeding, or assessment against it
for the collection of taxes by any Government or Governmental Agency.

5.1.7. Title of Assets. The Seller currently and as of the Closing Date has
and will have, and Purchaser will acquire at Closing, sole and exclusive,
good and marketable title by an through seller, but not otherwise to all of
the Assets free and clear of any and all pledges, claims, threats, liens,
restrictions, leases, security interests, charges and encumbrances, except
as disclosed on Schedule 1.2 attached hereto and made a part hereof. Except
as set forth below, the Seller does not have any knowledge of any past,
present or future condition, state of facts or circumstances which has
affected or which might affect adversely the Purchaser's full use of the
Assets except as set forth in this Agreement. Purchaser discloses that some
of the Young County leases, the subject matter of this conveyance, have been
produced only intermittently over the past year. Assignor will not warrant
or defend those oil and gas leases; however, Assignor has received no demands
of any kind from the Lessor. Seller will deliver the property free and clear
of all liens, encumbrances.

5.1.8. Full Disclosure. This Agreement (including the Schedules and Exhibits
hereto) does not contain any untrue statement of a material fact or omit
to state any material fact necessary to make the statements contained
herein not misleading. There is no fact known to the Seller which is not
disclosed in this Agreement which does or may materially adversely affect
the accuracy of the representations and warranties contained in this
Agreement.

5.1.9. Disclaimer of Fraudulent Intent. The transactions described in this
Agreement have been undertaken by Seller in good faith, considering
its obligations to any person or entity to whom the Seller owes a right
to payment, whether or not the right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, claims (persons or
entities holding such claims are called "Creditors" under this section),
and have undertaken these transactions without any intent to hinder,
delay or defraud any such Creditors, and either have disclosed in the
ordinary course of business or will undertake to disclose to all such
Creditors the existence of this transaction, and has not and will not
conceal this transaction or the proceeds of this transaction from any
such Creditors. Seller further represents and warrants that: (i)


 
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