PURCHASE AND SALE AGREEMENT

Exhibit 10.14

PURCHASE AND SALE AGREEMENT

BY AND AMONG

TR ENERGY, INC. (“TREI”)

AS SELLER

AND

NORAM RESOURCES, INC. (“NORAM”)

AS BUYER

DATED EFFECTIVE AUGUST 1, 2008

TABLE OF CONTENTS

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EXHIBIT LIST

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PURCHASE AND SALE AGREEMENT

          This Purchase and Sale Agreement (this “ Agreement ”) dated effective August 1, 2008, is by and among TR Energy, Inc., a Nevada corporation (“ TREI ”), whose address is P.O. Box 2033, Tyler, Texas 75710, as “ Seller ,” and Noram Resources, Inc., a Texas corporation, whose address is 13103 FM 1960 West, Suite 210, Houston, Texas 77065, as “ Buyer .”

RECITALS

          A.          Seller owns and desires to sell an undivided 20% working interest in certain oil and gas properties located in Marion and Cass Counties, Texas, all as more particularly described in Section 1.2 below (collectively, the “ Assets ”).

          B.          The Assets constitute an undivided working interest in an oil and gas venture located in Cass and Marion Counties, Texas, called the “Cornerstone Project,” which project is described in Exhibit C . After the Closing under this Agreement, Noram shall have a 20% working interest in the Cornerstone Project; TR Energy, Inc. shall have a 10% interest in the Cornerstone Project; Pegasi Energy Resources Corporation (“ PERC ”) shall have a 70% interest in the Cornerstone Project; and PERC’s wholly-owned subsidiary Pegasi Operating Inc. (“ POI ”) shall serve as the operator of the Cornerstone Project under the JOA defined below. PERC and POI have executed this Agreement in order to evidence their consent to the Transaction (as hereinafter defined) and to make the agreements and representations set forth in Articles 7 and 8 below. Seller and Buyer may be referred to individually as a “ Party ” or collectively as the “ Parties .”

          C.          Buyer has conducted an independent investigation of the nature and extent of the Assets and desires to purchase from Seller the Assets pursuant to the terms of this Agreement. The transaction contemplated by this Agreement may be referred to as the “ Transaction .”

          D.          Buyer, Seller, PERC and POI agree to participate in the exploration and development of these oil and gas properties pursuant to a Joint Operating Agreement attached hereto as Exhibit G (the “ JOA ”).

AGREEMENT

          The parties intend for this Agreement to be binding and enforceable, and that it will inure to the benefit of the parties and their respective successors and assigns.

          In consideration of the mutual promises contained herein, $100 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

ARTICLE 1

PURCHASE AND SALE

          1.1           Purchase and Sale . Seller agrees to sell and Buyer agrees to purchase the Assets, all pursuant to the terms of this Agreement. After Closing, Buyer, Seller, PERC and POI agree to participate in the exploration and development of the Cornerstone Project pursuant to the JOA.

          1.2           The Assets . As used herein, the term “ Assets ” refers to a 20% undivided interest in the following:

                         (a)          The leasehold estates created by the oil and gas leases specifically described in Exhibit A (collectively, the “ Leases ”), and the oil, gas and all other hydrocarbons (“ Hydrocarbons ”) attributable to the Leases and the lands covered thereby (the “ Lands” );

                         (b)          The oil and gas wells specifically described in Exhibit B (the “ Wells ”), together with all injection and disposal wells on the Lands or on lands pooled or unitized therewith;

                         (c)          All personal property, equipment, fixtures, improvements, permits, rights-of-way and easements used in connection with the production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or water produced from the properties and interests described in Subsections 1.2(a) and (b), but not including the Excluded Assets in Exhibit E ;

                         (d)          The unitization, pooling and communitization agreements, declarations and orders, and the units created thereby and all other such agreements relating to the properties and interests described in Subsections 1.2(a) through (c) and to the production of Hydrocarbons, if any, attributable to said properties and interests;

                         (e)          All existing and effective sales, purchase, exchange, gathering agreements, service agreements and other contracts, agreements and instruments, insofar as they relate to the properties and interests described in Subsections 1.2(a) through (d), including without limitation, the agreements described in Exhibit D (the “ Material Agreements ”); and

                         (f)          All files, records, reports, correspondence and data relating to the items described in Sections 1.2(a) through 1.2(e) possessed by or otherwise reasonably available to Seller (the “ Records ”).

          1.3           Excluded Assets . As used herein, the term “ Excluded Assets ” refers to all of Seller’s right, title and interest in and to the following, all of which are excluded from the terms of this Agreement and shall remain the sole property of Seller:

                         (a)          All mineral interest and associated landowners royalties, as well as any overriding royalties not specifically described on Exhibits A or B under the Lands owned by Seller, including, without limitation, the interest described on Exhibit E .

                         (b)          Any other interests set forth on Exhibit E .

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          1.4           Certain Defined Terms . The following terms shall have the following meanings as used in this Agreement:

          “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

          “ Environmental Laws ” means any and all Legal Requirements pertaining to the prevention of pollution, remediation of contamination or restoration of environmental quality, protection of human health or the environment (including natural resources), or workplace health and safety, including without limitation the federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 5101 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Texas Water Code, Natural Resources Code, and Health & Safety Code; and all similar Legal Requirements of any Governmental Body having jurisdiction over the Assets and any associated operations, and all amendments to such Legal Requirements and all regulations implementing any of the foregoing.

          “ Hazardous Materials ” means any (i) chemical, constituent, material, pollutant, contaminant, substance or waste that is regulated by any Governmental Body, that presents a risk or threat to human health or the environment, or that may form the basis for any liability or obligation under any Environmental Law; (ii) asbestos containing material, lead-based paint, polychlorinated biphenyls, or radon; and (iii) petroleum, hydrocarbons, or petroleum products.

          “ Governmental Authorization ” means any approval, consent, license, permit, registration, variance, exemption, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

          “ Governmental Body ” means any federal, state, local, municipal, foreign, or other government, or subdivision thereof, any governmental agency, branch, department, official, or entity and any court or other tribunal and any body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

          “ Legal Requirement ” means any federal, state, local, municipal, foreign, international, or multinational law, order, constitution, ordinance, rule (including rules or principles of common law), regulation, code, statute, treaty or other legally enforceable directive or requirement.

          “ Tax ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code § 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property (including assessments, fees or other charges imposed by any Governmental Authority which are based on

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the use or ownership of real property), personal property, sales, use, transfer, registration, value added, alternative or add on minimum, estimated, or other tax of any kind whatsoever, unclaimed property and escheat obligations, pipeline franchise fees, street rentals, right-of-way fees and any other fees or impositions related to the use or occupancy of public rights of way, including any interest, penalty, or addition thereto, whether disputed or not, and including any of the foregoing items for which liability arises as a transferee, successor-in-interest by contract or otherwise.

          “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

ARTICLE 2

PURCHASE PRICE

          2.1           Purchase Price . The purchase price for the Assets shall be Twenty Million Dollars US $20,000,000 (the “ Purchase Price ”), which shall be paid by Buyer at Closing, subject to the termination rights set forth herein.

          2.2           Deposit . Following the execution of this Agreement, Buyer shall pay to Seller a deposit, in cash, in the amount of One Hundred Thousand Dollars USD ($100,000.00) (the “ Deposit ”). Such Deposit is non-refundable to Buyer except under the circumstances described in Section 11.2(b) below. The Deposit shall be credited to the Purchase Price at Closing.

          2.3          (Intentionally deleted).

          2.4           Adjustments to Purchase Price . All adjustments to the Purchase Price shall be made (i) according to the factors described in this Section, (ii) in accordance with generally accepted accounting principles as consistently applied in the oil and gas industry, and (iii) without duplication.

                         (a)           Settlement Statements . The Purchase Price shall be adjusted at Closing pursuant to a “Preliminary Settlement Statement” prepared by Seller and submitted to Buyer 5 days prior to Closing for Buyer’s comment and review. The Preliminary Settlement Statement shall set forth the Closing Amount and all adjustments to the Purchase Price and associated calculations in reasonable detail. The term “ Closing Amount ” means the Purchase Price, less the Deposit, adjusted as provided in this Section using reasonable estimates based on the best information available at the time if actual numbers are not available. After Closing, the Purchase Price shall be adjusted pursuant to the Final Settlement Statement delivered pursuant to Section 13.1.

                         (b)           Proration Date . Seller and Buyer agree that all revenues attributable to the Assets and all Property Expenses (as defined below) will be apportioned between Buyer and Seller as of the Effective Date. Accordingly, Seller shall be entitled to any production revenues or other amounts realized from and accruing to the Assets attributable to the period of time before the Effective Date, and shall be liable for the payment of all Property Expenses, attributable to the Assets for the period of time before the Effective Date, and (ii) Buyer shall be entitled to any production revenues or other amounts realized from and accruing to the Assets

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attributable to the period of time on and after the Effective Date, and shall be liable for the payment of all Property Expenses, attributable to the Assets for the period of time on and after the Effective Date. Subject to the provisions of Section 14.3, the settlement of the Parties evidenced by the Final Settlement Statement shall be a final settlement between the Parties for all liabilities and obligations related to the Assets, including Property Expenses.

                         (c)           Property Expenses . For the purposes of this Agreement, the term “ Property Expenses ” shall mean all capital expenses, joint interest billings, lease operating expenses, lease rental and maintenance costs, royalties, overriding royalties, leasehold payments, Taxes (as defined and apportioned as of the Effective Date pursuant to Article 9), drilling expenses, workover expenses, geological, geophysical and any other exploration or development expenditures chargeable under applicable operating agreements or other agreements consistent with the standards established by the Council of Petroleum Accountant Societies of North America (“ COPAS ”) that are attributable to the maintenance and operation of the Assets during the period in question and not incurred in breach of this Agreement. Buyer’s liability for Property Expenses shall be limited to Buyer’s proportionate share of working interest in the Assets and subject to the terms and provisions of the Joint Operating Agreement set forth at Exhibit G . Property Expenses shall not include any amounts which constitute or relate to Retained Liabilities.

                          (d)           Upward Adjustments . The Purchase Price shall be adjusted upward by the following:

                                        (1)          An amount equal to all proceeds (net of royalty and Taxes not otherwise accounted for hereunder) received by the Seller and delivered to Buyer from the sale of all Hydrocarbons produced from or credited to the Assets prior to the Effective Date;

                                        (2)           An amount equal to all Property Expenses, incurred and paid by Seller that are attributable to the period after the Effective Date;

                                        (3)           To the extent not covered in the preceding paragraph, an amount equal to all prepaid expenses attributable to the Assets after the Effective Date that were paid by or on behalf of Seller, including without limitation, prepaid drilling and/or completion costs, applicable insurance costs, and prepaid utility charges, and prepaid production, as described in Exhibit E under the Excluded Assets.

                                        (4)          An amount equal to the value of Seller’s share of all oil in storage tanks at the Effective Date to be calculated as follows: the value shall be the product of the volume in each storage tank (attributable to the 20% undivided working interest being purchased) as of the Effective Date as shown by the actual gauging reports, less any volumes below the load line, multiplied by the price actually received for July 2008 production under the applicable marketing contract if the hydrocarbons in question had been sold;

                                        (5)          Any other amount agreed to in writing by Buyer and Seller or expressly provided for in this Agreement.

                         (e)           Downward Adjustments . The Purchase Price shall be adjusted downward by the following:

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                                       (1)          Proceeds received and retained by Seller (net of applicable Taxes and royalties) that are attributable to production from the Assets after the Effective Date;

                                       (2)          The amount of all Property Expenses, that remain unpaid by Seller, or that have been paid by Buyer, that are attributable to the period prior to the Effective Date;

                                       (3)          Any other amount agreed to by Buyer and Seller.

                         (f)           Gas Imbalances/Wellhead/Pipeline . The Purchase Price may be increased or decreased, as appropriate, by an amount equal to any of Seller’s wellhead and pipeline imbalances existing as of the Effective Date. The wellhead gas imbalances and pipeline gas imbalances shall be settled between the parties pursuant to the terms of the Joint Operating Agreement as set forth on Exhibit G . Seller warrants that there are no gas imbalances at the time of closing.

ARTICLE 3

BUYER’S INSPECTION

          3.1           Access to the Records . Prior to Closing and subject to Section 8.3, Seller will make the Records available to Buyer and its agents, representatives, advisors and other parties providing services to Buyer in connection with this Agreement (collectively, “ Buyer’s Representatives ”) for inspection and review at Seller’s offices in Houston, Texas and Tyler, Texas during normal business hours to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of third parties, Seller will assist Buyer in Buyer’s efforts to obtain, at Buyer’s expense, such additional information from such parties as Buyer may reasonably desire, including the right to perform an environmental assessment of the Assets pursuant to Article 5 below. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of confidence or contractual commitment of Seller to a third party. Seller will use reasonable efforts to obtain any waivers or consents required from third parties to permit Buyer to inspect the Records and such additional information, and to perform an environmental assessment of the Assets. Notwithstanding Buyer’s right to access the Records until Closing, Buyer’s right to terminate this Agreement due to the results of Buyer’s due diligence review may only be exercised during a review period beginning on the date this Agreement is executed and continuing until 5:00 p.m. on September 26, 2008 (the “ Review Period ”). After the Review Period has expired, unless Buyer has terminated the Agreement pursuant to Section 11.1(d) below, Buyer shall be deemed to have completed its review, approved the Assets for purchase, and shall no longer have the termination right set forth in Section 11.1(d) below.

          3.2           Disclaimer . Except for the representations contained in this Agreement, Seller makes no representation of any kind as to the Records or any information contained therein. Buyer agrees that any conclusions drawn from the Records shall be the result of its own independent review and judgment.

          3.3           Physical Access to the Assets . During reasonable business hours, Seller agrees to grant or otherwise arrange for Buyer to have physical access to the Leases and Wells to allow

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Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Assets. In connection with any such on-site inspections, Buyer agrees not to interfere with the normal operation of the Assets and agrees to comply with all requirements of the operators of the Wells. If Buyer or its agents prepares an environmental assessment of any Assets, Buyer agrees to furnish copies thereof to Seller and to keep such assessment confidential in accordance with Section 8.3(a). In connection with Seller granting such access to Buyer, Buyer represents that it is adequately insured and waives, releases and agrees to indemnify Seller, and their respective directors, officers, shareholders, employees, agents and representatives against all claims for injury to, or death of, persons or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer. This waiver, release and indemnity by Buyer shall survive termination of this Agreement.

          3.4           Buyer’s Representatives . If Buyer’s Representatives conduct due diligence activities for Buyer, either in Seller’s offices or on the Lands, Buyer agrees to make Buyer’s Representatives agree to be bound by the terms of this Article 3 and the confidentiality provisions of Article 14.

ARTICLE 4

TITLE MATTERS

          4.1           Definitions .

                         (a)           Defensible Title . The term “ Defensible Title ” means such title to the Assets, that, subject to and except for Permitted Encumbrances: (i) entitles Seller to receive no less than the net revenue interest set forth on Exhibit B for the producing formation for each Well for the time frames set forth on Exhibit B (“ NRI ”); (ii) obligates Seller to bear costs and expenses relating to the maintenance, development, operation and the production of Hydrocarbons from the producing formation from the Well in an amount not greater than the working interest set forth in Exhibit B for the time frames set forth on Exhibit B (“ WI ”); and (iii) is free and clear of encumbrances, liens and defects.

                         (b)           Permitted Encumbrances . The term “ Permitted Encumbrances ” shall mean:

                                        (1)          lessors’ royalties, overriding royalties, net profits interests, production payments, reversionary interests and similar burdens (payable or in suspense) if the net cumulative effect of such burdens does not operate to reduce the NRI below that set forth in Exhibit B ;

                                        (2)          liens for current period Taxes, or assessments not yet due and delinquent or, if delinquent, that are being contested in good faith in the normal course of business;

                                        (3)          easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, on, over or in respect of any of the Assets or any restriction on access thereto that do not materially interfere with the operation of the affected Asset as has been conducted in the past;

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                                       (4)          the terms and conditions of the Material Agreements; and

                                       (5)          materialmen’s, mechanics’, operators’ or other similar liens arising in the ordinary course of business incidental to operation of the Assets (i) if such liens and charges have not been filed pursuant to law and the time for filing such liens and charges has expired, (ii) if filed, such liens and charges have not yet become due and payable or payment is being withheld as provided by law, or (iii) if their validity is being contested in good faith by appropriate action.

          4.2           Casualty Loss . Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty, or is taken or threatened to be taken in condemnation or under the right of eminent domain (“ Casualty Loss ”), Buyer shall purchase the Asset at Closing for the Allocated Value of the Asset reduced by the estimated cost to repair or replace such Asset (with equipment of similar utility) up to the Allocated Value thereof (the reduction being the “ Net Casualty Loss ”). Seller, at its sole option, may elect to cure such Casualty Loss. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility. If Seller cures the Casualty Loss, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereof without any adjustment for the Casualty Loss.

ARTICLE 5

ENVIRONMENTAL INSPECTION

          Buyer acknowledges and agrees that Buyer is experienced in the acquisition, development, ownership and operation of properties similar to the Assets and that Buyer prior to the closing date will have inspected the Assets to its satisfaction and is qualified to make such inspection. Buyer shall have the right during the Review Period to perform an assessment of the environmental condition of the Assets, including the right to collect and analyze any air, soil, surface water, or groundwater samples that Buyer deems appropriate, subject to any limitations imposed on Seller’s right to do the same pursuant to any Joint Operating Agreements. Buyer acknowledges that it is fully relying on its (or its representatives) inspections of the Assets and not upon any statements by Seller or any of its representatives other than the representations and warranties of Seller set forth in Section 6.15 of this Agreement. Buyer acknowledges that any condition of the Property which Buyer discovers or desires to correct or improve after the Closing Date shall be subject to provisions of the JOA.

ARTICLE 6

SELLER’S REPRESENTATIONS

          Seller (and PERC and POI, as applicable) make the following representations as of the execution of this Agreement and as of Closing:

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          6.1           Corporate Representations .

                         (a)          Seller is a corporation, duly organized, validly existing and in good standing under the laws of its State of origin and is duly qualified to carry on its business in Texas.

                         (b)          Seller has all requisite power and authority to own the Assets and to carry on its business as presently conducted.

                         (c)           Neither the execution and delivery of this Agreement by Seller nor the consummation or performance of the Transactions by Seller shall, directly or indirectly (with or without notice or lapse of time): (i) result in the creation or imposition of a lien or encumbrance on the Assets that will remain in existence after Closing, (ii) contravene, violate, or be in conflict with, any provision of Seller’s governing documents, or any provision of any statute, rule or regulation applicable to Seller or any agreement or instrument to which Seller is a party or by which it or any Asset is bound, (iii) violate, or be in conflict with any judgment, decree or order applicable to Seller or any Asset or (iv) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization.

          6.2           Authorization and Enforceability . The execution, delivery and performance of this Agreement and the Transactions have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and at the Closing all instruments executed and delivered by Seller at or in connection with the Closing shall have been duly executed and delivered by Seller. This Agreement constitutes Seller’s legal, valid and binding obligation, enforceable in accordance with its terms, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium and other laws for the protection of creditors, as well as to general principles of equity, regardless whether such enforceability is considered in a proceeding in equity or at law.

          6.3           Liability for Brokers’ Fees . Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to this Transaction for which Buyer shall have any responsibility whatsoever.

          6.4           No Bankruptcy . There are no bankruptcy proceedings pending, being contemplated by or, to the knowledge of Seller, threatened against Seller by any third party.

          6.5           Litigation . Seller has not received a written claim or written demand notice that has not been resolved that would materially adversely affect any of the Assets. There is no action, suit, arbitral proceeding, ongoing governmental investigation, written governmental inquiry or proceeding pending or, to the knowledge of Seller, threatened against Seller or *   *   *    or any of the Assets.

          6.6           Insurance . Pursuant to the JOA, POI has and maintains, in effect on behalf of itself and the other parties, thereto the insurance coverage described on Exhibit K .

          6.7           Lease Maintenance . PERC has maintained the Leases and Lands, as outlined in Exhibits A and B , in good standing and has timely paid all royalties, rentals and lease burdens associated with the Leases and Lands. Neither POI, PERC nor Seller have notice of any claim

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for breach of any Lease or of any violation of the terms and provisions of any Lease or Material Agreement which might cause the failure of title to any of the Leases and Lands.

          6.8           No Liens . Except for Permitted Encumbrances, the Assets will be conveyed to Buyer at the Closing free and clear of all liens and encumbrances.

          6.9           Judgments . There are no unsatisfied judgments or injunctions issued by a court of competent jurisdiction or other governmental agency outstanding against Seller or PERC that would be reasonably expected to materially interfere with the operation of the Assets or impair Seller’s ability to consummate this Transaction.

          6.10           Accuracy of the Records . The Records include files, or copies thereof, that the Seller has used in its ordinary course of business, and to Seller’s knowledge the Records are complete and accurate in all material respects.

          6.11           Compliance with Law . To Seller’s knowledge, the Assets are, and the operation of the Assets is, in compliance with all statutes, laws, ordinances, regulations, permits, rules and orders of all federal, state, tribal or local government or any other governmental department or agency, and all judgments, decrees and orders. To Seller’s knowledge, POI has in effect all Governmental Authorizations necessary for it to own, lease, or operate the Assets and to carry on its business with respect to the Assets, and there has occurred no default under any such Governmental Authorization.

          6.12           Calls on Production . Except as set forth on Exhibit D , to Seller’s knowledge, there are no calls on or preferential rights to purchase production from the Assets.

          6.13           Material Agreements . Exhibit D is a list of all agreements that are material to the ownership and operation of the Assets. Seller has made available to Buyer true, complete and correct copies of all Material Agreements (together with all amendments and supplements to such Material Agreements) and all waivers of any terms thereof. Except as noted on Exhibit D , (i) to Seller’s knowledge, each Agreement is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of each party thereto, (ii) there are no violations or breaches of any Material Agreement or existing facts or circumstances which upon notice or the passage of time or both will constitute a violation or breach thereof.

          6.14           Hydrocarbon Sales Contracts . Except for the Hydrocarbon Sales Contracts listed in Exhibit D , no hydrocarbons produced from the Assets are subject to a sales contract (other than division orders or spot sales agreements terminable on no more than 30 days notice) and no person has any call upon, option to purchase or similar rights with respect to the production from the Assets. Proceeds from the sale of oil, condensate, and gas from the Assets are being received in all respects by Seller in a timely manner and are not being held in suspense for any reason.

          6.15           Environmental Matters . Except as set forth on Exhibit D , to the knowledge of Seller: (a) the Assets and all associated operations are and, during the relevant time periods specified in all applicable statutes of limitations, have been in compliance with all applicable Environmental Laws; (b) the Assets and any associated operations are not subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any Governmental Body pursuant to any Environmental Law; (c) all Governmental Authorizations

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required to be obtained or filed under applicable Environmental Laws with respect to the Assets and their current operations have been obtained or filed and are valid and currently in full force and effect; (d) there has been no release of any Hazardous Material into the environment in connection with the Assets or associated operations that could result in any remedial or corrective action obligation under Environmental Laws; (e) there has been no exposure of any person or property to any Hazardous Material in connection with the Assets or any associated operations that could reasonably be expected to form the basis of a claim for damages or compensation; and (f) Seller has made available to Buyer all internal and external environmental audits and studies and all correspondence on substantial environmental matters relating to the Assets that are in the possession of or otherwise reasonably available to the Seller.

          6.16           Excluded Information . Seller warrants that there is no material information that cannot be disclosed to Buyer pursuant to Section 3.1 without obtaining consents or waivers.

          6.17           Equipment . To Seller’s knowledge, all Equipment (i) is in an operable state of repair adequate to maintain normal operations and (ii) is suitable for the purposes for which such Equipment is being used. To Seller’s knowledge, POI has all material easements, rights of way, licenses, and Governmental Authorizations necessary to access, construct, operate, maintain, and repair the Equipment in material compliance with all Legal Requirements.

          6.18           Preferential Purchase Rights and Consents . (a) There are no rights or agreements that enable any third party to purchase or acquire any Asset or any interest therein or portion thereof as a result of or in connection with the execution or delivery of this Agreement or the consummation of the Transaction (“ Preferential Purchase Rights ”).

          (b)          There are no additional approvals, consents, ratifications, waivers, or other authorization (including any Governmental Authorization) from any third party which is required to be obtained in connection with the execution or delivery of this Agreement or the consummation of the Transaction (“ Consents ”).

          6.19           Outstanding Capital Commitments . There are no outstanding AFEs or other commitments to make capital expenditures which are binding on Seller or the Assets.

          6.20           Taxes . To Seller’s knowledge: (i) All Tax Returns required to be filed by the Seller have been duly and timely filed with the appropriate Governmental Body, (ii) all items of income, gain, loss, deduction and credit or other items (“ Tax Items ”) required to be included in each such Tax Return have been so included and all such Tax Items and any other information provided in each such Tax Return are true, correct and complete, (iii) all Taxes owed by the Seller have been timely paid in full, (iv) no penalty, interest or other charge is or will become due with respect to the late filing of any such Tax Return or late payment of any such Tax, (v) all Tax withholding and deposit requirements imposed with respect to the Assets have been satisfied in full in all respects, (vi) there are no Liens on the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, (vii) there is no claim pending or threatened by any Governmental Body in connection with any Tax that would adversely affect the Assets after the Closing, (viii) none of the Tax Returns relating to the Assets are