Back to top

PURCHASE AND SALE CONTRACT

Purchase and Sale Agreement

PURCHASE AND SALE CONTRACT | Document Parties: ENERJEX RESOURCES, INC. | Cornerstone Bank | DD Energy, Inc You are currently viewing:
This Purchase and Sale Agreement involves

ENERJEX RESOURCES, INC. | Cornerstone Bank | DD Energy, Inc

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: PURCHASE AND SALE CONTRACT
Governing Law: Kansas     Date: 10/2/2007

PURCHASE AND SALE CONTRACT, Parties: enerjex resources  inc. , cornerstone bank , dd energy  inc
50 of the Top 250 law firms use our Products every day

PURCHASE AND SALE CONTRACT

 

This Purchase and Sale Contract is made and entered into this 27 th day of September, 2007, with an effective date of September 1, 2007, by and between each of the sellers listed on the signature page hereto (individually and collectively “ Seller ”) and DD Energy, Inc., a corporation incorporated under the laws of the State of Nevada (“ Buyer ”).

 

RECITALS:

A.        Seller owns certain oil leases in Anderson, Johnson, and Linn Counties Kansas as set forth and described in the attached Exhibit B (the “ Leases ”). The Leases are subject to certain encumbrances and overriding royalties as set forth on Exhibit B attached hereto.

B.        Buyer desires to purchase and assume the Leases and all existing equipment on the Leases.

 

AGREEMENT:

1.          Consideration : Buyer shall pay Seller the sum of $2,700,000 (the “ Purchase Price ”) payable as follows:

a.         $1,735,000 in certified funds or wire transfer at Closing, as hereinafter defined; and

b.         Promissory notes (the “ Notes ”) in the aggregate amount of $965,000 and in the specific amounts set forth for each Seller on Exhibit A . A form of the Notes is attached hereto as Exhibit C . The Notes shall be secured by a second mortgage and security agreement on the Leases (the “ Mortgage ”) in the form attached hereto as Exhibit D . Closing shall occur at the offices of Cornerstone Bank at 11:00 a.m. Kansas time on September 27, 2007, or such other time or date as may be agreed upon in writing by the parties.

 


 

c.         The Purchase Price shall be paid to the Seller as their respective interests are shown on Exhibit A .

2.          Adjustments to Consideration : In addition to the Purchase Price, Buyer shall pay to J & J Operating, LLC (“ Agent ”) for distribution to the Seller the following:

 

a.

$26,000 for oil in the tanks located on the Leases as of August 31, 2007;

b.         The amount of all invoices paid by or to be paid by Agent for operating expenses (including, without limitation, salaries, equipment costs, utilities, and vendors) on the Leases from September 1, 2007 through the Closing Date. Agent shall provide Buyer with a statement of such operating expenses on or before October 10, 2007 (the “ Statement ”). Buyer shall pay Agent within ten (10) days after receipt of the Statement. Agent shall distribute the above amount to the Seller within ten (10) days of receipt of funds from Buyer; and

c.         Seller shall be liable for, pay, and hold Buyer harmless from, all ad valorem and personal property taxes assessed against the property for 2006 and all prior years. Ad valorem and personal property taxes for 2007 shall be pro-rated between the parties as of the date of closing. Buyer shall be liable for, pay, and hold Seller harmless from taxes for 2008 and subsequent years. All severance and other gross production, collection, or use taxes to date of closing and attributable production prior to date of closing shall be paid by Seller. Such taxes attributable to production from and after date of closing shall be paid by Buyer.

3.          Extension of Payment on the Notes : If Buyer is not otherwise in default under the terms of the Notes, Buyer may extend the due date for the payment on the Notes by thirty (30) days in exchange for a non-refundable payment to Seller in the aggregate amount of $50,000 or sixty (60) days in exchange for a non-refundable payment to Seller in the aggregate amount of $100,000 (the “ Extension Payment ”). The Extension Payment shall be in certified funds or wire

 

2

 


 

transfer and shall be delivered to each Seller as each Seller’s interest appears on Exhibit A at the address set forth in the Note prior to the due date set forth in the Note. Any Extension Payment shall be in addition to the Purchase Price.

4.          Transfer : Seller shall transfer the Leases to Buyer free and clear of any liens or encumbrances but subject to those liens or encumbrances identified on the title opinions attached hereto as Exhibit E . Each transfer shall be memorialized in an Assignment, Bill of Sale and Conveyance (“ Assignment ”) as set forth in Exhibit F . Seller and Buyer shall execute and acknowledge the Assignment. At Closing, Seller shall deliver the Assignment in sufficient counterparts to facilitate filing and recording to Buyer.

5.          Broker : The parties represent and warrant that neither party has incurred any obligation or liability for broker’s or finder’s fees in respect of this Agreement, or the transactions contemplated hereby.

6.          Personal Property : This sale shall include all fixtures such as sheds, buildings and offices but does not include any personal property such as vehicles or any other items of property not affixed to and in use upon a Lease.

7.          “As Is” and “Where Is” : Except for the representations and warranties specifically set forth in this agreement and/or the instruments delivered to Buyer at closing, the Sellers (and their respective officers, directors, shareholders, agents, and attorneys), make no warranties, express or implied, with respect to the quality, design, physical condition, fitness for a particular purpose, production volumes, profitability or capacity of any of the Leases. Except as expressly set forth herein or in the instruments delivered to Buyer at closing, all such Leases, wells, equipment and fixtures are sold and delivered to Buyer “as is” and “where is” in the condition existing on the date hereof with reasonable exception for normal wear and tear. Buyer assumes

 

3

 


 

all risks that the Leases may contain waste materials (whether toxic, hazardous, extremely hazardous or otherwise) or other adverse physical conditions, including, but not limited to, the presence of unknown abandoned oil and gas wells, water wells, sumps, pits, pipelines or other waste or spill sites which may or may not have been revealed by Buyer’s investigation. Responsibility and liability related to all such conditions, whether known or unknown, fixed or contingent, will be transferred from Seller to Buyer, subject to Section 14 hereof.

8.          Additional Remedies Upon Default : Upon the failure of the Buyer to make any payment on the Note when due or upon the failure of the Buyer to perform any material obligation pursuant to this Agreement, the Note, or the Mortgage (a “ Default ”), in addition to any other remedy Seller has or may have pursuant to this Agreement, the Note, or the Mortgage, at law or in equity, Seller shall have the right to repossess the Leases as set forth in the Mortgage, subject to the first mortgage and security position of Cornerstone Bank. Upon a Default, Seller shall provide Buyer written notice at least thirty (30) days prior to commencing repossession proceedings, in order to allow Buyer to cure the Default.

9.          Further Assurances : The parties agree to cooperate as reasonably requested by any other party to effectuate the assignments and pledges in the Agreement, the Notes and the Mortgage. Such cooperation inclu


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more