PURCHASE, SALE AND
ASSUMPTION AGREEMENT
THIS
AGREEMENT entered
into this 7th day of March, 2005.
BETWEEN:
ATLAS
ENERGY CORP.,
a Nevada corporation having offices
at
3273 E. Warm
Springs Road,
Las Vegas, Nevada, USA 89120
(the
"Vendor")
AND:
a Nevada
corporation having offices at
#314 - 837 West
Hastings Street
Vancouver,
British Columbia, Canada, V6C 3N6
WHEREAS:
A.
The Vendor is the owner of certain
assets, interests in certain oil and gas leases and other contracts
and agreements under a Purchase and Sale Agreement dated March 1,
2004, a copy of which is attached hereto and forms part of this
agreement. (the “Purchase and Sale
Agreement”).
B.
The Vendor has agreed to sell and
assign to the Purchaser and the Purchaser has agreed to purchase
from the Vendor all of the Vendor’s assets and beneficial
interest, rights and obligations in and to the Purchase and Sale
Agreement, upon and subject to the terms and conditions herein set
forth, it being the intention of the parties hereto that the
purchase price for the beneficial ownership of the Assets will be
the fair market value thereof.
IN
CONSIDERATION of the
premises, mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1.
DEFINITIONS AND INTERPRETATION
1.1 In
this Agreement, the following words or expressions shall have the
following meanings, namely:
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a)
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“
Appraised Value ” has the meaning ascribed
thereto by paragraph 3;
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b)
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“
Assets ” has the meaning ascribed to it in
paragraph 1.01 of the Purchase and Sale Agreement;
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c)
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“
Assumed Obligations ” has the meaning
ascribed to it in paragraph 1.02 of the Purchase and Sale
Agreement;
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d)
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“
Assignment of Leases and Contracts ” shall
have the meaning ascribed to it in paragraph 1.03 of the Purchase
and Sale Agreement;
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e)
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“
Declaration of Trust ” means the declaration
of trust between the Vendor and the Purchaser executed concurrently
with this Agreement in the form attached hereto as
Schedule B;
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f)
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“
Effective Date ” means the date on which the
Purchase Price is paid in full or the 180 th day from
the date of execution of this Agreement;
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g)
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“
Purchase and Sale Agreement ” means the
purchase and sale agreement attached hereto as Schedule A and
forming part of this Agreement by and between Production
Specialties Company and Atlas Energy Corp. dated March 1,
2004;
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h)
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“
Purchase Price ” has the meaning ascribed
thereto by paragraph 3; and
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1.2
Schedule A - Purchase and Sale Agreement, attached hereto, shall be
incorporated into and form part of this Agreement; and
1.3
Schedule B - Declaration of Trust, attached hereto, shall be
incorporated into and form a part of this Agreement:
2.
PURCHASE AND SALE
2.1
The Vendor hereby transfers, sells, assigns and sets over to the
Purchaser and the Purchaser hereby purchases, as of the Effective
Date its beneficial ownership, rights and obligations in and to the
Assets, the Assumed Obligations and the Assumption of Leases and
Contracts contained in the Purchase and Sale Agreement on the terms
and conditions hereinafter set forth.
2.3
The Vendor shall continue to hold the legal title to the Assets
transferred, sold assigned and set over to it under the Purchase
and Sale Agreement in trust, as bare trustee, for and on behalf of
the Purchaser from the Effective Date, in accordance with the terms
and conditions of the Declaration of Trust.
2.4
The Purchaser hereby assumes all liabilities, encumbrances and
charges related to the Assets, if any.
3.
PURCHASE PRICE
The purchase price (the “Purchase Price” or
“Appraised Value”) for the transfer, sale, assignment
of the beneficial ownership, rights and obligations in and to the
Assets, the Assumed Obligations and the Assumption of Leases and
Contracts pursuant to the Purchase and Sale Agreement transferred
and assigned pursuant to this Agreement shall be the fair market
value thereof as of the date of this Agreement, which the parties
have determined to be Five Hundred and Fifty Thousand Dollars
($550,000).
4.
PAYMENT OF PURCHASE PRICE
4.1
The Purchase Price shall be paid or otherwise satisfied by the
issuance of Two Million (2,000,000) common voting shares in the
capital stock of the Purchaser at the price of $0.10 per share (the
“Purchase Shares”) and by the payment to the Vendor of
the sum of Three Hundred and Fifty Thousand Dollars ($350,000). The
Purchase Shares shall be issued to the Vendor upon execution of
this Agreement, which shares shall be, upon issuance considered to
be fully paid and non-assessable. The sum of Three Hundred Thousand
Dollars ($350,000) shall be paid to the Vendor within 180 days of
execution of this Agreement.
5.
VENDOR’S REPRESENTATIONS AND WARRANTIES
5.1
The Vendor hereby represents and warrants to the Purchaser
that:
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a)
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it is the legal
and beneficial owner of the Assets;
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b)
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it has the
ability to perform its obligations under this Agreement including
without limitation the transfer of the Assets and the assignment of
the Purchase and Sale Agreement to the Purchaser, and no third
party consents or authorizations are required prior to the transfer
of the beneficial ownership of the Assets to the Purchaser, other
than from Atlas Energy Corp., which consent has been obtained;
and
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c)
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it has the
ability and capacity to perform its obligations under the
Declaration of Trust.
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5.2
The Purchaser hereby represents and warrants to the Vendor
that:
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a)
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it has the
ability to perform its obligations under this Agreement and under
the Purchase and Sale Agreement and without limiting the foregoing
has the capacity to enter into and perform its obligations under
the Declaration of Trust;
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b)
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it is
purchasing the Assets for use in the course of its commercial
activities;
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5.3
The representations and warranties set out in this paragraph 5
shall survive the completion of the transactions contemplated by
this Agreement.
6.
FURTHER ASSURANCES
The Vendor and
the Purchaser shall do or cause to be done all such further acts
and things and shall execute or cause to be executed all such
further deeds, documents, elections and instruments as may be
reasonably necessary for the purpose of completing the transactions
contemplated by this Agreement.
8.
ENUREMENT
This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and
assigns.
All notices, directions, or other instruments required or permitted
to be given to the parties hereto shall be in writing and shall be
delivered to the address of the party to whom it is directed as set
forth on the first page of this Agreement.
10.
MODIFICATION
This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto or their
respective successors or assigns.
11. GOVERNING
LAW
This Agreement shall be governed by and be construed in accordance
with the laws of the State of Nevada.
12.
HEADINGS
The headings of the clauses of this Agreement are inserted for
convenience of reference only and shall not constitute a part
hereof.
13.
TIME OF ESSENCE
Time shall be of the essence of this Agreement.
14.
COUNTERPARTS AND FACSIMILE
This Agreement may be signed and delivered in counterparts and/or
by electronic facsimile by the parties in counterparts, each of
which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF the
parties have caused these presents to be executed as of the date
first written above.
VENDOR: ATLAS ENERGY CORP.
Per :/s/ Stuart
McPherson
PURCHASER: TRYX VENTURES,
INC.
Per :/s/ Alessandra
Bordon
SCHEDULE
“A”
PURCHASE AND SALE
AGREEMENT
By and Between
PRODUCTION SPECIALTIES COMPANY
(“SELLER”)
and
ATLAS ENERGY CORP.
(“PURCHASER”)
THIS
PURCHASE AND SALE AGREEMENT is made and entered into as of March 1, 2004, by
and between PRODUCTION SPECIALTIES COMPANY, A CALIFORNIA
CORPORATION (“Seller”), and ATLAS ENERGY CORP., A
NEVADA CORPORATION (“Purchaser”).
WHEREAS, the respective Boards of Directors of both
Seller and Purchaser have approved the terms of this Agreement and
the transaction contemplated hereby; and
WHEREAS, this Agreement provides for the sale of certain
of Seller’s rights and interests in and to certain oil and
gas leases and other contracts and agreements to Purchaser;
and
WHEREAS, Seller and Purchaser desire to set forth the
terms of their agreement and transaction as provided for
herein;
NOW,
THEREFORE, in
consideration of the promises and agreements herein contained, the
parties hereto agree as follows:
ARTICLE 1 - ASSETS PURCHASED
AND LIABILITIES ASSUMED
1.01
Purchase and Sale of
Assets. Subject to the
terms and conditions of this Agreement, at Closing (as hereinafter
defined), Seller shall convey, assign, transfer and deliver, and
Purchaser shall purchase and receive an undivided seventy five
percent (75%) of all of Seller’s rights, title and interests
in and to all of the (i) Oil and Gas Leases, (ii) Declarations of
Pooling, (iii) Oil and/or Gas Wells, (iv) Joint Operating
Agreements, (v) Farm-out Agreements, and (vi) other Contracts and
Agreements of any kind described or referred to in Exhibit
“A” attached hereto. Seller’s undivided rights,
title and interests in and to the Oil and Gas Leases, Declarations
of Pooling, Oil and/or Gas Wells, Joint Operating Agreements,
Farmout Agreements, and other Contracts and Agreements described in
Exhibit “A” attached hereto are hereinafter
collectively referred to as the “Assets.”
1.02
Assumption of
Obligations. Purchaser
shall take its interest in the Assets “AS IS” subject
to all obligations and liabilities that are associated with such
interest, including drilling costs, clean up costs, well closing,
plugging and abandonment costs and expenses, and all surface
remediation and environmental (surface and subsurface) costs,
expenses and liabilities, all of which obligations and liabilities
Purchaser agrees to assume (the “ Assumed Obligations
”) and to defend and hold Seller harmless from and against
any and all claims, liabilities, costs and expenses (including all
attorney’s fees) with respect thereto.
1.03
Assumption of Leases and
Contracts. Purchaser
assumes and shall perform, as to its undivided interest, all duties
and obligations under all of the Oil and Gas Leases, Declarations
of Pooling, Joint Operating Agreements, Farm-out Agreements and
other Contracts, Agreements, permits and other matters that are a
part of the Assets or are otherwise being conveyed and assigned to
Purchaser pursuant to this Agreement and the Assignment and Bill of
Sale provided for in Article 7 (Closing) below. Purchaser shall
defend and hold Seller harmless from and against any and all
claims, liabilities, costs and expenses (including all
attorneys’ fees) arising out of or in any way related to any
failure or refusal on Purchaser’s part to fully perform any
duty or obligation hereby assumed by Purchaser under any Lease,
Contract, Agreement, permit or other matter.
ARTICLE 2 - THE CLOSING;
PURCHASE PRICE
2.01
Closing. The closing of the transaction contemplated in
this Agreement (the “ Closing ”) shall be on
March 1, 2004 (“ Closing Date ”), time being of
the essence. In the event closing does not occur on or before the
Closing Date, or such other date as the parties shall mutually
agree in writing, this Agreement shall become null and void and of
no further force or effect.
2.02
Purchase Price.
At Closing, Purchaser shall pay to
Seller the sum of Three Hundred Thousand Dollars ($300,000.00) as
the Purchase Price for the undivided interest in the Assets being
purchased by Purchaser. Such Purchase Price shall be paid in cash
at Closing.
ARTICLE 3 - REPRESENTATIONS
AND
WARRANTIES OF
SELLER
Seller hereby
represents and warrants to Purchaser as follows:
3.01
Special Warranty of
Title . Seller represents
and warrants that Seller has not sold, assigned, conveyed,
encumbered and/or otherwise hypothecated any of the
Assets.
3.02
Tax Matters
. To the best knowledge of Seller,
Seller has duly and timely filed all tax returns and reports
required to be filed by Seller prior to Closing, except to the
extent that any failure or alleged failure to file any tax return
or report would not have a material adverse effect on Seller or the
purchased Assets. To the best knowledge of Seller, all of
Seller’s tax returns and reports are true and complete in all
materials respects.
3.03
Litigation
. Seller represents, to the best of
its knowledge, that there is no prosecution, suit, action,
arbitration proceeding or governmental
proceeding
pending or threatened against or affecting Seller, any of the
Assets, or the transaction contemplated herein. To the best
knowledge of Seller, there is not outstanding against Seller any
decision, judgment, decree, injunction, rule or order of any court,
arbitrator or governmental entity affecting any of the Assets or
this transaction.
3.04
Brokers . Purchaser shall not have any obligation or
liability to pay any fee, commission or other compensation to any
person or entity engaged by Seller in connection with this
Agreement or the transaction contemplated herein.
3.05
True Copies
. All copies of documents delivered
or made available to Purchaser in connection with this Agreement
are true and correct copies of the originals thereof.
3.06
Compliance with Law and
Regulations. To the best
of Seller’s knowledge, Seller is in material compliance with
all federal, state and local laws, regulations and ordinances
applicable to its business and operations.
ARTICLE 4 - REPRESENTATIONS
AND
WARRANTIES OF
PURCHASER
Purchaser
hereby represents and warrants to Seller as follows:
4.01
Organization and Good
Standing . Purchaser is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and is duly qualified and in
good standing as a foreign corporation in each jurisdiction in
which any of the Assets are located.
4.02
Capitalization and Financial
Resources . Purchaser has
the necessary capitalization and financial resources to fulfill its
commitments set forth in this Agreement, including, but not limited
to, the payment of the Purchase Price and the assumption of
obligations and liabilities as provided for herein.
4.03
Authority Relative to this
Agreement . Purchaser has
the requisite and corporate power and authority to enter into this
Agreement and all ancillary documents, and to carry out its
obligations hereunder and thereunder. The execution and delivery of
this Agreement and each ancillary document, and the consummation of
the transactions contemplated herein and therein, have been duly
authorized by the Board of Directors of Purchaser, or by an
authorized committee thereof, and do not violate any provision of
the Articles or Certificate of Incorporation or Bylaws of
Purchaser. No other corporate proceeding on the part of Purchaser
is necessary to authorize this Agreement, the ancillary documents
and/or the transaction contemplated herein and therein. The
execution and delivery of this Agreement and each ancillary
document, and the
consummation of
the transaction provided for herein and therein will not conflict
with or effect a breach, violation or default, or cause an event of
default, under any mortgage, lease, or other material agreement or
instrument, or any statute, regulation, order, judgment or decree
to which Purchase is a party or by which Purchaser is bound, or any
law or governmental regulation applicable to Purchaser, or require
the consent of any person (other than the parties to this
Agreement). This Agreement and the ancillary documents constitute
legal, valid and binding obligations of Purchaser, enforceable in
accordance with their terms, except as enforcement thereof may be
limited by any applicable bankruptcy, reorganization, insolvency,
moratorium, or similar laws affecting rights of creditors
generally, whether applied at law or in equity.
4.04
No Broker . Seller shall not have any obligation or
liability to pay any fee or other compensation to any person or
entity engaged by Purchaser in connection with this Agreement or
the transaction contemplated herein.
4.05
No Reliance
. Purchaser is purchasing and
accepting its interest in the Assets “AS IS” without
any express or implied warranty of any kind, except for the special
warranty of title provided for in Section 3.01 above. Purchaser is
entering into this transaction solely on the basis of
Purchaser’s own expertise, inspection, evaluation,
familiarity with and knowledge of the Assets. Purchaser is not
relying on any representation, estimate, claim, warranty,
statement, data, or information of any kind made or provided to
Purchaser or any of its employees, agents, consultants, etc., by
Seller or any employee, agent, or other representative of Seller.
No patent or latent condition affecting the Assets (or any Asset)
in any way, whether now known or discovered or hereafter
discovered, shall in any way affect any of Purchaser’s
obligations contained in this Agreement, or give rise to any right
of or to damages, rescission, or any other legal or equitable right
or remedy on behalf of Purchaser against Seller.
4.06
SELLER’S
DISCLAIMER . EXCEPT
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