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PURCHASE AGREEMENT

Purchase and Sale Agreement

PURCHASE AGREEMENT | Document Parties: COBRA OIL & GAS COMPANY | ENERCOR, INC | Questar Corporation You are currently viewing:
This Purchase and Sale Agreement involves

COBRA OIL & GAS COMPANY | ENERCOR, INC | Questar Corporation

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Title: PURCHASE AGREEMENT
Governing Law: California     Date: 8/17/2009

PURCHASE AGREEMENT, Parties: cobra oil & gas company , enercor  inc , questar corporation
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EXHIBIT 10.1

PURCHASE AGREEMENT

 

THIS PURCHASE AGREEMENT (this "Agreement"), dated as of August 12th 2009, is by and among ENERCOR, INC., a Nevada corporation (the "Company"), and COBRA OIL & GAS COMPANY a Nevada corporation (the "Buyer") (collectively the “Parties”).

 

WITNESSETH

 

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall sell to the Buyer, as provided herein, and the Buyer shall purchase from the Company, a thirty-seven and one-half  percent (62.5%) working interest in that certain lease  issued by the United States Bureau of Land Management UTU 27413 (“Lease”). The balance (37.5%) of the Lease interest is owned by Questar Corporation.

 

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Buyer hereby agree as follows:

 

 

1.

PURCHASE, SALE AND ASSIGNMENT OF LEASE .

 

(a)           Purchase of Lease.  Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, the Buyer agrees to purchase at the Closing and the Company agrees to sell and assign to the Buyer at the Closing, its 62.5% title and working interest in the Lease.

 

(b)           Closing Date.  The Closing Date of the purchase and sale of the Lease shall take place on or before ten (10) business days following the date hereof, subject to notification of satisfaction of the conditions to the Closing set forth herein and in Sections 4 and 5 below (or such later date as is mutually agreed to by the Company and the Buyer (the " Closing Date").

 

( c)           Purchase Price.  The Purchase Price to be paid at the Closing shall be three hundred thousand (300,000) shares of Buyer's Common Stock, fully paid and non-assessable.

 

 

2.

BUYER'S REPRESENTATIONS AND WARRANTIES .

 

Buyer represents and warrants that:

 

(a)           Investment Purpose.  Buyer is acquiring the Lease for its own account for investment only and not with a view towards, or for resale in connection with, the redistribution thereof.

 

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(b)           Information.  Buyer has been furnished with all materials relating to the business, finances and operations of the Company and information it deemed material to making an informed investment decision regarding his purchase of the Lease, which have been requested by such Buyer.

 

Buyer has been afforded the opportunity to ask questions of the Company and its management.  Neither such inquiries nor any other due diligence investigations conducted by Buyer shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained in Section 3 below.  Buyer understands that its investment in the Lease involves a high degree of risk.  Buyer is in a position regarding the Lease, which, based upon employment, family relationship or economic bargaining power, enabled and enables the Buyer to obtain information from the Company in order to evaluate the merits and risks of this investment.  The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make an informed investment decision with respect to its acquisition of the Lease.

 

(c)           Authorization, Enforcement.  This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid and binding agreement of the Buyer enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

 

(d)           Receipt of Documents.  Buyer has received and read in their entirety:  (i) this Agreement and each representation, warranty and covenant set forth herein, (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; and (iii) answers to all questions the Buyer submitted to the Company regarding an investment in the Lease; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.

 

(e)           No Legal Advice From the Company.   Buyer acknowledges that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement.  Buyer is not relying on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

 

 

3.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY .

 

The Company represents and warrants to the Buyer that:

 

(a)           Organization and Qualification.  The Company is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction in which it is incorporated, and has the requisite corporate power to own its properties and to carry on its business as now being conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company.

 

 

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(b)           Authorization, Enforcement, Compliance with Other Instruments.  (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement and any related agreements(the "Transaction Documents") and to sell the Lease in accordance with the terms hereof and thereof, (ii) the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company's Board of Directors and subject to the consent of a majority of the shareholders and notice to the non-consenting shareholders no further consent or authorization is required by the Company or its Board of Directors, (iii) this Agreement constitutes the valid and binding obligations of the


 
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