Exhibit 10.25
ASSIGNMENT, ASSUMPTION AND
RATIFICATION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND
RATIFICATION AGREEMENT (this “ Agreement ”) is
made and entered into effective as of the 25th day of July, 2007
(the “ Effective Date ”), by and between AMVEST
Osage, Inc. (the “ Assignor ”), and CEP
Mid-Continent LLC (the “Assignee”).
WITNESSETH:
WHEREAS , Assignor desires to sell, assign and transfer
to Assignee all of its interest, rights, duties and obligations
under the Exploration and Development Agreement dated July 25,
2005, as amended, by and between Assignor and the Osage Tribe of
Indians of Oklahoma (the “Exploration and Development
Agreement”), and Assignee desires to accept said sale,
assignment and transfer upon the terms and conditions hereinafter
set forth;
NOW THEREFORE
, in consideration of the premises
and of the mutual covenants and agreements contained herein, and
other good and valuable consideration. the receipt and sufficiency
of which are hereby acknowledged, the parties hereto covenant and
agree as follows:
1. Assignment .
Assignor hereby sells, assigns and transfers to Assignee its
interests, rights, duties and obligations under the Exploration and
Development Agreement with respect to the interest and lands set
forth in the Exploration and Development Agreement (the “
Interests ”).
2. Acceptance, Ratification
and Indemnification . Assignee hereby accepts the foregoing
sale, assignment and transfer and promises to faithfully perform
all other covenants, stipulations, agreements and obligations under
the Exploration and Development Agreement with respect to the
interests and ratifies, adopts, and confirms the Exploration and
Development Agreement to the same extent as if Assignee had
executed the Exploration and Development Agreement. Assignee shall
indemnify and save Assignor harmless from any and all obligations,
claims, demands, actions, causes of action, suits, proceedings,
damages, liabilities, costs or expenses of every nature whatsoever
(collectively “ Liabilities ”) which relate to
the Interests. The provisions of this Section 2 shall
survive the performance of the terms and conditions of this
Agreement.
3. Binding Effect .
This Agreement shall become effective upon the execution and
acknowledgement of all the parties hereto. This Agreement shall be
binding upon the respective heirs, personal representatives,
successors and assigns of the parties hereto. The parties hereto
shall execute and deliver such further and additional instruments,
agreements and other documents as may be necessary to evidence or
carry out the provision of this Agreement.
4. Entire Agreement .
This Agreement supersedes all previously made between the parties
hereto relating to its subject matter. There are no other
understandings or agreements between them.
5. Notices . All
notices or other documents under this Agreement shall be in writing
and delivered personally or mailed by certified mail, postage
prepaid, addressed to the parties at the following
addresses:
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Assignor:
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AMVEST Osage,
Inc.
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P0 Box
970
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Skiatook, OK
74070
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