purchase and sale agreement oil and gas cle pdf

Purchase and sale agreement oil and gas cle pdf

File Name: purchase and sale agreement oil and gas cle .zip
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Published: 12.04.2021

Jack R. Luellen

Experience

Professional Accomplishments

Fielder Oil and Gas Tax Conference. The program opens with an analysis of Distress in the Energy Industry —factors that led to the current downturn, an overview of the current markets, and the short-term and long-term implications on the industry and the U. Program is subject to change. All times are Central Time Zone.

Jack R. Luellen

Seller owns and desires to sell its interests in certain oil and gas properties located in the states of Texas and Louisiana, all as more particularly described in Section 1. To accomplish the foregoing, the Parties wish to enter into this Agreement.

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

Excluded Assets shall also include all records of Seller related to the Purchased Assets that are subject to legal privilege, including the attorney-client privilege and the work product doctrine except with respect to title opinions, environmental assessment or environmental audit records.

The purchase and sale of the Purchased Assets shall be effective at a. If the Parties do in fact close the transaction on or before October 1, and the Seller shall be obligated to do so if in fact the Purchaser is ready, willing and able to do so the Effective Time shall deemed to be a.

The Final NSAI Reserve Report shall be prepared using the same procedures, protocols, guidelines and standards as NSAI would follow or apply, as applicable, when providing a similar valuation for a company listed on a national stock exchange in the United States of America.

The Purchase Price shall be subject to adjustment as follows:. At Closing, the Deposit plus any interest earned thereon shall be applied against the Purchase Price.

Seller and Purchaser agree to give the Escrow Agent joint instructions for the delivery of the Deposit, together with any interest earned thereon, in accordance with the terms of this Agreement. Any dispute concerning the matters the subject of this Section 2. Seller makes the following representations and warranties to Purchaser as of the date hereof and as of the Effective Time:.

The execution and delivery of this Agreement by Seller, the performance by Seller of all the terms and conditions hereof to be performed by it and the consummation of the Transactions contemplated hereby have been, or will be, duly authorized and approved by the Managers of Seller and by the members of Seller.

During the time period from the effective date of the information contained in the data furnished by Seller to Purchaser until the date of execution of this Agreement, no purchaser of natural gas under the gas contracts has i curtailed other than seasonal curtailment its takes of natural gas, or ii given notice either written or verbal that it desires to amend any of the gas contracts with respect to price or quantity of deliveries under take-or-pay provisions, to such extent that any such action may materially affect the economic value of the reserves attributable to the Purchased Assets affected by such action.

Seller shall promptly notify Purchaser of any such proceeding arising or threatened prior to the Closing. Seller is not a nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate as those terms are defined in the Code and any regulations promulgated thereunder. Purchaser represents and warrants to the Seller that:. The execution and delivery of this Agreement by Purchaser, the performance by Purchaser of all the terms and conditions hereof to be performed by it and the consummation of the Transaction have been duly authorized and approved by the Board of Directors of Purchaser.

Purchaser will have before Closing access to the Purchased Assets, the officers and consultants of Seller, and the books, records, and files of Seller relating to the Purchased Assets. In making the decision to enter into this Agreement and to consummate the Transaction, Purchaser i except for the representations and warranties of Seller expressly set forth in Article III of this Agreement, has relied on its own independent due diligence investigation of the Purchased Assets and has been advised by and has relied solely on its own expertise and legal, land, tax, environmental, reservoir engineering, and other professional counsel concerning this transaction, the Purchased Assets and the value thereof, and ii shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Purchased Assets.

Seller agrees with Purchaser that:. Such information shall include:. Purchaser covenants and agrees with Seller as follows:. C That portion of the Purchased Assets with respect to which any preferential right to purchase is exercised unless Purchaser elects to receive the consideration received from the exercise of such preferential right to purchase. E That portion of the Purchased Assets with respect to which Seller has the obligation under a take-or-pay contract to deliver gas without receiving full payment at the time of delivery, or with respect to which Seller has produced more than its share of gas thereby creating an imbalance unless Purchaser and Seller can agree to an appropriate adjustment to the Purchase Price.

F That portion of the Purchased Assets destroyed by fire or other casualty, or with respect to which there is a taking or threatened taking in condemnation or under the right of eminent domain. Purchaser shall be deemed to have waived all Defective Interests of which Seller has not been given such notice.

If Seller gives a Defect Counter-Notice that it disagrees there is a Defective Interest, then the existence or non-existence of a Defective Interest and if it exists, the amount by which the Purchase Price will be reduced because of the Defective Interest , will be determined by arbitration pursuant to Article XII herein. Defective Interests shall be excluded from the Purchased Assets to be purchased by Purchaser hereunder, and the Purchase Price shall be reduced in accordance with Section 2.

If the parties disagree as to whether the basis of an asserted Defective Interest has been eliminated, the matter shall be submitted to the arbitrator pursuant to Article XII hereof. In determining which portions of the Purchased Assets are Defective Interests, it is the intent of the parties to include, when possible, only that portion of the Purchased Assets affected by the defect.

If Purchaser and Seller fail to agree to the Upward Adjustment, Seller may elect to have that portion of the Purchased Assets subject to such increase in value excluded from the Purchased Assets to be purchased by Purchaser.

As used herein the following terms shall have the meanings indicated:. Environmental Laws include all applicable judicial and administrative orders, consent decrees or directives issued by a Governmental Authority pursuant to the foregoing.

The Remediation Amount may include taking no action, leaving the condition unaddressed, periodic monitoring or the recording of notices in lieu of Remediation, if such responses are allowed under Environmental Laws.

The Remediation Amount shall not include remedial or corrective action that i would not have been required under Environmental Laws as they exist on the Closing Date or ii is designed to achieve standards that are more stringent than those required for similar facilities or that fails to reasonably take advantage of applicable risk reduction or risk assessment principles allowed under applicable Environmental Laws.

Further, for purposes of any downward adjustment to the Purchase Price pursuant to Section 5. Not later than seven 7 days prior to the Closing Date as set forth in Section 7.

Seller shall have the right, but not the obligation, to Remediate any claimed Environmental Defect on or before Closing. Seller shall advise Purchaser in writing of its election above no later than twenty-four 24 hours before the Closing.

If Seller fails to timely notify Purchaser of its election above, then Seller shall be deemed to have accepted the Remediation Amount proposed by Purchaser and Seller shall be deemed to have elected the option set forth in clause i above.

The Parties agree to attempt to initially resolve all disputes through good faith negotiations. If the Parties cannot resolve disputes regarding Environmental Disputed Matters on or before Closing and Seller elects the remedy in Section 5. Purchaser acknowledges that the Purchased Assets have been used for exploration, development and production of oil and gas and that there may be petroleum, produced water, wastes or other substances or materials located in, on or under or associated with the Purchased Assets.

NORM may affix or attach itself to the inside of wells, materials and equipment as scale, or in other forms. NORM containing material or other wastes or Hazardous Substances may have come in contact with various environmental media, including without limitation, water, soils or sediment. Special procedures may be required for the assessment, remediation, removal, transportation or disposal of environmental media, wastes, asbestos, NORM and other Hazardous Substances from the Purchased Assets.

Purchaser shall coordinate its access rights and physical inspections of the Purchased Assets with Seller and any third party that serves as an operator to reasonably minimize any inconvenience to or interruption of the conduct of business by Seller or any third party operator. Purchaser shall give Seller reasonable prior written notice before entering onto any of the Purchased Assets and Seller shall have the right to have its representatives present at any time any Purchaser is present on the Purchased Assets.

The obligations of Purchaser to proceed with the Closing contemplated hereby are subject to the satisfaction on or prior to the Closing of all of the following conditions, anyone or more of which may be waived, in whole or in part, in writing by Purchaser:.

The obligations of Seller to proceed with the Closing contemplated hereby are subject to the satisfaction on or prior to the Closing of all of the following conditions, any one or more of which may be waived, in whole or in part, in writing by Seller:.

It is understood that the Transaction may close before or after the Closing Date as provided in this Agreement. No later than two days prior to Closing, Seller shall make all reasonable efforts to deliver to Purchaser a draft for discussion purposes of a proposed Preliminary Settlement Statement.

If the parties are unable to agree to a Closing Amount, the difference between the Closing Amount proposed by Seller and the Closing Amount proposed by Purchaser will be placed in the escrow account described below. If as of the Closing, an arbitration proceeding pursuant to Article XII hereof is pending, the Allocated Value of the asserted Defective Interests or Environmental Disputed Amounts, or such lesser amount as may be agreed by the parties shall also be placed in the escrow account described below.

The escrowed funds shall be placed with the Escrow Agent and shall be held by such Escrow Agent in certificates of deposits or other accounts as may be directed by Purchaser and Seller. If the Final Purchase Price defined below , including adjustments to Purchase Price for asserted Defective Interests or Environmental Disputed Amounts subject to arbitration hereunder, is greater than the Closing Amount, escrowed funds in the amount of such difference, together with accrued interest attributable thereto, shall be paid to Seller with the remainder of said escrowed funds, if any, together with interest attributable thereto to be paid to Purchaser; and if the escrowed funds are insufficient to pay Seller all funds due to it, Purchaser shall pay Seller the additional amounts owed.

If the Closing Amount is greater than the Final Purchase Price, including adjustments to Purchase Price for asserted Defective Interests or Environmental Disputed Amounts subject to arbitration hereunder, escrowed funds in the amount of the difference thereof, together with accrued interest attributable thereto, shall be paid to Purchaser with the remainder of said escrowed funds, if any, together with interest attributable thereto to be paid to Seller; and if the escrowed funds are insufficient to pay Purchaser all funds due to them, Seller shall pay Purchaser the additional amounts owed.

Interest earned on escrowed funds shall not be an offset to amounts owed. Notwithstanding the foregoing, the parties agree that if at the time the Final Purchase Price is determined, one or more asserted Defective Interests or Environmental Disputed Amounts subject to arbitration have not been resolved, escrowed funds related to such unresolved asserted Defective Interests or Environmental Disputed Amounts shall be retained in the escrow account and distributed in accordance with the decision of the arbitrator when the same is rendered, or pursuant to Section 5.

At the Closing, the following events shall occur, each being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:. Seller shall also execute such additional instruments that are reasonably necessary or desirable to assist Purchaser in securing title and possession of the Purchased Assets.

Seller and Purchaser shall execute i such appropriate forms to provide for the change of operator, if applicable, ii transfer orders or letters in lieu thereof directing all purchasers of production to make payment to Purchaser of proceeds attributable to production from the Purchased Assets assigned to Purchaser, and iii make all reasonable efforts to obtain any necessary consents to Petrodome Operating, LLC, becoming the operator of all the Leases and Wells.

The parties shall undertake to agree with respect to the amounts due pursuant to such Post-Closing adjustment not later than January 15, The decision of such independent accounting firm shall be binding on Purchaser and Seller, and the fees and expenses of such independent accounting firm shall be borne one-half by each of Purchaser and Seller. Notwithstanding the foregoing provisions of this Section 8. After Closing, Seller and Purchaser shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action including payment of monies as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto or required by law.

Following the Closing, all monies, proceeds, receipts, credits and income attributable to the Assets for all periods of time as of and after the Effective Time shall be the sole property of Purchaser and, to the extent received by Seller, Seller shall fully disclose, account for and transmit the same promptly to Purchaser.

Following Closing, all monies, proceeds, receipts credits and income attributable to the Assets, except as otherwise provided in this Agreement, for all periods of time prior to the Effective Time shall be the sole property and entitlement of Seller and, to the extent received by Purchaser, Purchaser shall fully disclose, account for and transmit the same promptly to Seller.

Within ten 10 days after Closing, Seller shall deliver the Records to Purchaser. If requested by Purchaser, Seller shall use its best efforts to assist Purchaser in the election of Purchaser as operator of any of the Purchased Assets formerly operated by Seller.

As soon as practicable after Closing, Purchaser, at its sole cost, shall i record the Assignments in the appropriate counties and parishes and provide Seller with copies of the recorded Assignments, and ii for the assignments requiring post-closing approval by a governmental agency, file such assignments with the appropriate governmental agency for approval.

In addition, notwithstanding anything to the contrary herein, in no event shall Purchaser have any liability under the Agreement with respect to any representations or warranties under this Agreement, notice of which are provided to Purchaser more than two years after the actual date of Closing.

In addition, notwithstanding anything to the contrary herein, in no event shall Seller have any liability for indemnity under this Agreement with respect to Claims for which notice is provided to Seller more than two years after the actual date of Closing. If an indemnified party under Section 9. The Indemnifying Party and its insurers shall have the right, at their sole cost and expense, to investigate, defend or, except as limited hereinafter, compromise any claim for which indemnification is sought hereunder upon acknowledgment by the Indemnifying Party or such insurer of its liabilities to the Indemnified Party in respect thereof.

The Indemnifying Party shall assume all responsibility for any claim covered by the foregoing indemnity, and the Indemnified Party shall provide reasonable assistance and cooperation during the defense or settlement of the claim. Except as limited hereafter, Indemnifying Party shall have complete control of the defense or settlement of such claim or compromise thereof; provided, that counsel selected by the Indemnifying Party shall be reasonably acceptable to the Indemnified Party.

Notwithstanding anything herein to the contrary, the foregoing indemnify, defense and hold harmless obligations shall not apply to, and each Party shall be solely responsible for, all expenses, including due diligence expenses, incurred by it in connection with the consummation of this Transaction.

The representations, warranties, covenants, agreements and indemnities included or provided in Article III and in this Article IX, and in the assignments and agreements to be delivered at the Closing shall survive the Closing. All other representations, warranties, covenants and agreements contained in this Agreement shall survive closing for two 2 years from the actual date of Closing.

After Closing Seller shall have no liability or obligation to Purchaser for the breach of any representation, warranty or covenant unless notice of such breach is given by Purchaser to Seller during the period of time such representation, warranty or covenant survives. Any such liability or obligation shall be limited to actual economic damages incurred by Purchaser due to such breach and Purchaser shall not be entitled i to seek to rescind the transaction by reason of a failure of a condition precedent to Closing, or ii to seek consequential damages.

This Agreement and the transactions contemplated hereby may be terminated in the following instances:. As used herein, the following terms shall have the respective meanings assigned to them in this Section Seller shall pay all ad valorem and property taxes associated with or attributable to the Purchased Assets for the tax year and all prior years prior to the Closing.

The transactions described in this Agreement involve the transfer of real estate with tangible personal property, if any, being transferred incidental to such real estate. Seller and Purchaser shall reasonably cooperate in good faith to minimize, to the extent permissible under applicable law, the amount of any such Transfer Taxes. The Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax returns and reports and any audit, litigation, or other proceeding with respect to Taxes relating to the Purchased Assets.

The Seller and the Purchaser agree to retain all books and records with respect to Tax matters pertinent to the Purchased Assets relating to any Tax period beginning before the Initial Closing until the expiration of the statute of limitations of the respective Tax periods and to abide by all record retention agreements entered into with any Governmental Authority.

Notwithstanding anything to the contrary in this Agreement, Seller shall retain responsibility for, and shall bear and pay, all Income Taxes incurred by or imposed on Seller, its direct or indirect owners or affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, and no such Taxes shall be taken into account as adjustments to the Final Payment under Section 2.

Seller shall retain responsibility for all Seller Taxes. Purchaser shall be responsible for all Asset Taxes and other Taxes which are associated with the Purchased Assets or any event occurring on or after the Effective Time, or which accrued or became owed as a result of an event occurring on or after the Effective Time, and all Transfer Taxes.

Notwithstanding anything to the contrary herein including, for the avoidance of doubt, Sections 9. Each Party shall indemnify and hold harmless the other Party as set forth in this Section If Purchaser receives any Tax refund that is an Excluded Asset, Purchaser shall remit such Tax refund to Seller within ten 10 business days of receipt.

The other party agrees to cooperate with all reasonable requests of the Electing Party in order to establish and create sufficient documentation to support such federal tax treatment by the Electing Party, provided that the other party shall have no obligation to incur or pay any cost or expense in such connection, and the Electing Party shall indemnify and hold the other party harmless from and against all claims and liabilities resulting from such election. Any dispute between the Parties regarding this Agreement shall be arbitrated, and conducted as set forth in this Article XII, subject to Section 5.

If the parties are unable to agree upon the designation of a person as arbitrator, then a panel of three arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association which shall administer the arbitration, and judgment on the award rendered by a majority of the arbitrator s , or by the arbitrator in the case of one arbitrator, may be entered in any district court of Harris County, Texas.

Experience

Jack R. He concentrates his practice on energy law, with a particular emphasis in oil and gas law, commercial litigation, bankruptcy, and real estate law. In his energy law practice, Mr. He also involved in the resolution of industry-specific disputes concerning joint venture agreements, operations agreements, breach of contract, surface use and access issues, natural gas processing, construction defects, and payment and recovery of royalties. Clients benefit from his corporate experience, in which he routinely negotiates, drafts and closes agreements for the purchase and sale of oil and gas assets, as well as surface use, processing, marketing, transportation and joint operations agreements. He frequently works with companies and capital providers in connection with debt and equity financings and related corporate governance matters, including corporate structure and formation.

Exhibit EnCana desires that TXCO continue to perform certain Services as hereafter defined in connection with the operation of the Assets and transition to EnCana, on an interim basis. Except as otherwise set forth in this Agreement, commencing on October 1, , TXCO shall perform the Services on behalf of and at the general direction of EnCana for the Term as hereafter defined specified in Article. TXCO shall consult frequently with EnCana, as appropriate, and inform EnCana as soon as reasonably possible of all matters arising during the performance of such Services which TXCO, in the exercise of its reasonable judgment, considers important. Each Party shall cooperate with each other and use reasonable commercial efforts to perform and support the completion of the Services in an efficient and timely manner. The parties acknowledge that EnCana may commence new drilling and other exploration activities on the Assets during the term of this Agreement and such activities will not be a part of this Agreement. In the absence of specific instruction from EnCana, TXCO shall have the right and duty to perform the Services in accordance with its reasonable judgment and in a manner consistent with the way it performed such Services prior to October 1,


operating agreements, participation agreements, oil and gas purchase and sales contracts, energy lending transactions, natural gas transportation agreements.


Professional Accomplishments

David guides transactions, resolves disputes and navigates regulatory requirements for oil and gas companies, with an easy demeanor born of deep experience. David provides legal counsel to oil and gas companies in many phases of their business. His counsel ranges from litigation and transactions to title opinions and regulatory concerns. He defends statewide royalty owner class action lawsuits, handles complex multi-party field rules hearings, and counsels oil and gas clients on state regulatory and case law pertinent to their operations.

An asset purchase agreement documents the terms of the sale of business assets from a seller to a buyer. Such an agreement may cover the purchase and sale of a business division, intellectual property, land or buildings. Besides a description of the assets and the purchase price, the agreement may also include relevant representations, warranties and covenants. Asset Purchase Agreement An asset purchase agreement documents the terms of the sale of business assets from a seller to a buyer.

Jack R. Luellen

The Ernest E. The Institute brings together a distinguished faculty of academics and practitioners for presentations on the latest oil and gas developments. Smith shares his thoughts and perspectives from his many years of work with the oil and gas industry.

Oil and Gas Tax Conference

October 10, Houston, Texas, USA. Houston, TX Sharon O. Download the Brochure pdf. In addition, the session will look at the impact of MLP rollups and buybacks. Due Diligence Structures and Issues Not only is due diligence one of the most critical aspects of any transaction, but it is also often the most expensive task to undertake.

Seller owns and desires to sell its interests in certain oil and gas properties located in the states of Texas and Louisiana, all as more particularly described in Section 1. To accomplish the foregoing, the Parties wish to enter into this Agreement. In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows:. Excluded Assets shall also include all records of Seller related to the Purchased Assets that are subject to legal privilege, including the attorney-client privilege and the work product doctrine except with respect to title opinions, environmental assessment or environmental audit records. The purchase and sale of the Purchased Assets shall be effective at a. If the Parties do in fact close the transaction on or before October 1, and the Seller shall be obligated to do so if in fact the Purchaser is ready, willing and able to do so the Effective Time shall deemed to be a.

Мы успеем выспаться перед поездкой на север. Дэвид грустно вздохнул: - Потому-то я и звоню. Речь идет о нашей поездке. Нам придется ее отложить. - Что-о? - Сьюзан окончательно проснулась. - Прости.

4 comments

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