{"id":43532,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-and-sale-agreement-genesis-gas-amp-amp-oil-llc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-and-sale-agreement-genesis-gas-amp-amp-oil-llc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-and-sale-agreement-genesis-gas-amp-amp-oil-llc-and.html","title":{"rendered":"Purchase and Sale Agreement &#8211; Genesis Gas &#038; Oil LLC and TBI Production Co."},"content":{"rendered":"<pre>\n================================================================================\n\n\n                          PURCHASE AND SALE AGREEMENT\n\n\n\n                                    BETWEEN\n\n\n\n                             GENESIS GAS &amp; OIL, LLC\n\n                                   AS SELLER\n\n\n\n                                      AND\n\n\n\n                             TBI PRODUCTION COMPANY\n\n                                  AS PURCHASER\n\n\n\n\n\n                          DATED AS OF OCTOBER 1, 1997\n\n================================================================================\n\n                          PURCHASE AND SALE AGREEMENT\n\n\n\n         This Purchase and Sale Agreement (the 'Agreement'), dated as of\nOctober 1, 1997, is made and entered into by and between GENESIS GAS &amp; OIL,\nLLC, a Kansas limited liability company ('Seller'), whose address is 14\nCorporation Woods, 8717 W. 110th Street, Suite 420, Overland Park, Kansas\n66210, and TBI PRODUCTION COMPANY, a Delaware corporation ('Purchaser'), whose\naddress is 508 W. Wall Street, Suite 500, Midland, Texas 79702.\n\n\n                                   RECITALS:\n\n         A.      Seller owns various oil and gas properties, either of record\nor beneficially;\n\n         B.      Seller desires to sell to Purchaser and Purchaser desires to\npurchase from Seller the assets, properties and rights of Seller hereinafter\ndescribed, in the manner and upon the terms and conditions hereinafter set\nforth.\n\n         NOW, THEREFORE, in consideration of the premises and of the mutual\npromises, representations, warranties, covenants, conditions and agreements\ncontained herein, and for other valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the parties hereto, intending to\nbe legally bound by the terms hereof, agree as follows:\n\n\n                                  ARTICLE I\n\n                              PURCHASE AND SALE\n\n         1.1     PURCHASE AND SALE.  Subject to the terms and conditions of\nthis Agreement, Seller agrees to sell and convey to Purchaser and Purchaser\nagrees to purchase, accept and pay for the Assets (as defined in Section 1.2).\n\n         1.2     ASSETS. As used herein, the term 'Assets' means the following:\n\n                 (a)      All of Seller's right, title and interest in and to\n(i) the estates and mineral rights created by the oil and gas leases and\nmineral estates (the 'Leases'), described in Exhibit 'A', and (ii) all oil,\ngas, water disposal and other wells located on the Leases or on lands pooled\ntherewith (the 'Wells'), including, but not limited to, the wells set forth in\nExhibit 'A', together with all of Seller's interest in the rights and\nappurtenances incident thereto;\n\n                 (b)      The Overriding Royalty (as defined in Section 5.15\nbelow);\n\n                 (c)      All of Seller's rights in, to and under, and\nobligations arising from, all agreements relating to the Leases or Wells,\nincluding, but not limited to, joint operating agreements,\n\n\n\n\n\n                                      -1-\n\nunitization agreements, pooling agreements, farmout agreements, drilling\nagreements, exploration agreements, oil or gas product purchase and sale\ncontracts, gas processing or transportation agreements, leases, permits,\nrights-of-way, easements, licenses, options, orders and decisions of state and\nfederal regulatory authorities establishing units which appear of record or in\nthe Records or which have been otherwise disclosed to Purchaser;\n\n                 (d)      All of Seller's interest in fixtures, personal\nproperty, facilities and equipment, used or held for use or charged to the\nLeases or Wells for the production, treatment, transportation, sale or disposal\nof hydrocarbons or water produced therefrom or attributable thereto; and\n\n                 (e)      All books, files, data and records in Seller's\npossession relating to the Leases or Wells, or the maintenance or operation\nthereof, that Seller is not otherwise precluded from transferring to a third\nparty by proscription of contract (the 'Records'); reserving, however, the\nrights with respect to such Records granted to Seller in Section 1.5 hereof.\n\n         1.3     EFFECTIVE TIME. Possession of the Assets shall be transferred\nfrom Seller to Purchaser at the Closing, but ownership shall be effective as of\n7:00 A.M. (local time where the Assets are located) on June 1, 1997 (the\n'Effective Time').  Seller shall be entitled to any production revenues or\nother amounts realized from and accruing to the Assets prior to the Effective\nTime, and shall be liable for the payment of all expenses attributable to the\nAssets prior to the Effective Time except expenses attributable to obligations\nassumed by Purchaser in Section 9.3.  Purchaser shall be entitled to any\nproduction revenues or other amounts realized from and accruing to the Assets\nand arising subsequent to the Effective Time, and shall be liable for the\npayment of all expenses attributable to the Assets subsequent to the Effective\nTime and attributable to pre-Effective Time obligations assumed by Purchaser in\nSection 9.3.\n\n         1.4     GAUGING AND STRAPPING. Seller has caused the oil storage\nfacilities on, or utilized in connection with, the Assets to be gauged or\nstrapped as of the Effective Time.  The production in such storage facilities\nas of the Effective Time is owned by Seller and production placed in such\nstorage facilities thereafter shall belong to Purchaser.\n\n         1.5     RECORDS. In all other cases, Seller shall deliver the original\nRecords to Purchaser at Closing or within a reasonable amount of time after\nClosing; however, Purchaser (for a period of four (4) years after Closing)\nshall make available to Seller (at the location of such original Records in\nPurchaser's organization), access to the original Records, upon written request\nof Seller during normal business hours, and Seller shall have the right to copy\nand retain such copies of the original Records as are necessary and reasonable.\n\n\n\n\n\n                                      -2-\n\n                                   ARTICLE II\n\n                                 PURCHASE PRICE\n\n         2.1     PURCHASE PRICE. The cash purchase price for the Assets shall\nbe Thirty-Five Million Dollars ($35,000,000) (the 'Purchase Price') subject to\nadjustment as set forth in Section 2.2.\n\n         2.2     ADJUSTMENTS TO PURCHASE PRICE. The Purchase Price for the\nAssets shall be adjusted as follows and the resulting amount shall be referred\nto herein as the 'Adjusted Purchase Price':\n\n                 (a)      Reduced by the aggregate amount of the following\ndescribed proceeds received by Seller between the Effective Time and the\nClosing Date (with the full period between the Effective Time and the Closing\nDate referred to as the 'Adjustment Period'):  (i) for the sale of oil, gas,\nliquids or other associated minerals (net of any applicable royalties or other\nlease burdens, marketing, gathering and transportation costs and production,\nseverance or sales taxes not reimbursed to Seller by the purchaser of\nproduction) produced from the Assets during the Adjustment Period, and (ii) for\nthe sale, salvage or other disposition during the Adjustment Period of any\nproperty, equipment or rights included in the Assets without Purchaser having\nreceived full payment therefor;\n\n                 (b)      Reduced by an amount established pursuant to Section\n10.4 for ad valorem and similar production taxes payable with respect to the\nAssets for all periods ending on or prior to the Effective Time or prorated to\nthe Effective Time to the extent not paid prior to the Closing Date, if and\nonly if Purchaser expressly assumes the responsibility for and agrees to pay\nsuch taxes when due and indemnifies Seller therefrom;\n\n                 (c)      Reduced by an amount equal to the value of any\nExclusion Adjustment or Defect Adjustment as defined in Section 3.4(b) or 3.5 ;\n\n                 (d)      Reduced with respect to each Well that is\noverproduced relative to the other undivided interests in such Well as set\nforth on Schedule 5.8, by an amount equal to the overproduced volumes as of the\nEffective Time multiplied by $1.00 per thousand cubic feet or per million\nbritish thermal units;\n\n                 (e)      Increased by the amount of all costs listed below\npaid by Seller during the Adjustment Period: (i) all costs of the ordinary\ncourse of Seller's exploration, development or production operations directly\nrelated to the Assets, (ii) all costs for the normal maintenance of any Assets,\nand (iii) otherwise from the ownership of the Assets during the Adjustment\nPeriod;\n\n                 (f)      Increased by the amount equal to the value of all\nmerchantable oil in storage above the pipeline connection at the Effective Time\nthat is credited to the Assets (value to be market or contract price in effect\nas of the Effective Time net of any production royalties, transportation costs\nand of any production, severance or sales taxes);\n\n\n\n\n\n                                      -3-\n\n                 (g)      Increased by the amount of property taxes, if any,\npaid by Seller relating to the Assets for any period of time after the\nEffective Time;\n\n                 (h)      Increased with respect to each Well that is\nunderproduced relative to the other undivided interests in such Well as set\nforth on Schedule 5.8, by an amount equal to the underproduced volumes as of\nthe Effective Time multiplied by $1.00 per thousand cubic feet or per million\nbritish thermal units; and\n\n                 (i)      Further adjusted by any other amount agreed upon by\nSeller and Purchaser.\n\n         2.3     PAYMENT OF ADJUSTED PURCHASE PRICE. The Adjusted Purchase\nPrice shall be paid as follows:\n\n                 (a)      Purchaser shall pay to Seller at Closing, the amount\nmutually agreed upon at least three (3) business days prior to Closing as an\nestimate of the final computation of the Adjusted Purchase Price in excess of\nthe amount of Two Hundred Thousand Dollars ($200,000) which shall be held in\ntrust by legal counsel for Seller, Payne &amp; Jones, to accommodate any final\nadjustments to the Purchase Price as described below.  Payment of such amount\nheld in trust shall be made by Payne &amp; Jones in the manner agreed to  or as\ndecided in Section 2.3(b).\n\n                 (b)      As soon as reasonably practicable after the Closing\nbut not later than ninety (90) days following the Closing Date, Purchaser shall\nprepare and deliver to Seller a statement setting forth each final adjustment\nto the Purchase Price (including a credit to Seller in the amount held out of\nthe payment made pursuant to Section 2.3(a) above) and showing the calculation\nof each such adjustment.  As soon as reasonably practicable but not later than\ntwenty (20) days following receipt of Purchaser's statement hereunder and any\nsubstantiating records reasonably requested by Seller within such time, Seller\nshall deliver to Purchaser a written report containing any changes that Seller\nproposes be made to such statement.  The parties shall undertake to agree on\nthe final statement of the Purchase Price no later than one hundred twenty\n(120) days after the Closing Date and the required payments indicated thereon\nshall be remitted no later than such time.  In the event that the parties\ncannot reach agreement within such period of time, they shall designate an\nindependent accounting firm mutually acceptable to both parties whose decision\nas to adjustments shall be binding upon both parties and whose costs shall be\nshared equally between Purchaser and Seller.\n\n                 (c)      All such payments shall be by electronic funds\ntransfer of immediately available funds to an account designated by the payee,\nunless otherwise instructed.\n\n         2.4     ALLOCATION OF PURCHASE PRICE.      Schedule 2.4 sets forth the\nallocation of the Purchase Price among certain of the Assets (known as the\n'Allocated Values' of the respective Assets).  Seller and Purchaser are\nobligated to recognize or give effect to such Allocated Values, or any\nallocation of the Purchase Price that may be extrapolated from assignment of\nsuch values with respect to Sections 3.4 and 3.5 and Article V.\n\n\n\n\n\n                                      -4-\n\n                                  ARTICLE III\n\n                                 TITLE MATTERS\n\n         3.1     SELLER'S TITLE.\n\n                 (a)      Except  as set forth on Schedule 3.1, Seller\nrepresents that Seller's title to the Assets as of the Effective Time is (and\nas of the Closing shall be) Defensible Title as defined in Section 3.2. Except\nfor the special warranty of title set forth in Section 3.1(b) which shall\nsurvive Closing, the foregoing title representation shall not survive Closing.\n\n                 (b)      The conveyance to be delivered by Seller to Purchaser\nshall be substantially in the form of Exhibit 'B' and shall be without warranty\nof title other than against the claims of third parties claiming the same or\nany part thereof by, through and under Seller.  As reasonably requested by\nPurchaser, Seller also agrees to execute and deliver at and after Closing such\nother assignments, bills of sale and other documents which are appropriate to\ntransfer the Assets to Purchaser.\n\n         3.2     DEFINITION OF DEFENSIBLE TITLE. As used in this Agreement, the\nterms 'Defensible Title' shall mean:\n\n                 (a)      As to each Lease that title of Seller which:\n\n                          (i)     is filed of record and free from reasonable \n                 doubt such that a prudent person engaged in the business of \n                 the ownership, development and operation of producing oil and \n                 gas properties, with knowledge of all the facts and their \n                 legal effect, would be willing to accept the same; and\n\n                          (ii)    is free and clear (except for Permitted \n                 Encumbrances as defined in Section 3.3 below) of all liens, \n                 encumbrances, obligations or defects which are of record prior \n                 to Closing.\n\n                 (b)      As to each Well that title of Seller which:\n\n                          (i)     entitles Seller to own at least the 'Net \n                 Revenue Interest' for the Wells identified on Schedule 2.4 as \n                 being associated with such Wells, without reduction, \n                 suspension or termination throughout the productive life of \n                 such Well, except for any reduction, suspension or termination \n                 as set forth in Schedule 2.4;\n\n                          (ii)    requires Seller to bear no greater 'Working \n                 Interest' than the Working Interest for each of the Wells \n                 identified on Schedule 2.4 as being associated with such \n                 Wells, without increase throughout the productive life of such \n                 Well, except for any increase as set forth in Schedule 2.4; and\n\n\n\n\n\n                                      -5-\n\n                          (iii)   is free and clear (except for Permitted \n                 Encumbrances as defined in Section 3.3 below) of all liens, \n                 encumbrances, obligations or defects.\n\n                 (c)      As to the Assets other than each Lease, that title of\nSeller which grants to Seller the benefits and burdens of ownership therein to\nthe following extent: (i) with respect to personal property, facilities and\nequipment located on the Leases, that title of Seller that is free and clear of\nall liens, encumbrances and defects arising by, through or under Seller, except\nfor Permitted Encumbrances, and (ii) with respect to all other personal\nproperty, facilities and equipment included in the Assets, all of Seller's\nright, title and interest therein.\n\n         As used in this Agreement, the term 'Title Defect' shall mean any\ndefect which causes Seller not to have Defensible Title.\n\n         3.3     DEFINITION OF PERMITTED ENCUMBRANCES. As used herein, the term\n'Permitted Encumbrances' shall mean:\n\n                 (a)      Lessor's royalties, overriding royalties other than\nthe Overriding Royalty, reversionary interests and similar burdens of record;\n\n                 (b)      Division orders and sales contracts;\n\n                 (c)      Preferential rights to purchase and required\nthird-party consents and similar agreements, all of which are set forth on\nSchedule 3.5, with respect to which waivers or consents are obtained from the\nappropriate parties or the appropriate time period for asserting the right has\nexpired without an exercise of the rights;\n\n                 (d)      All rights to consent by, required notices to,\nfilings with, or other actions by governmental entities in connection with the\nsale or conveyance of oil and gas leases or interests therein if they are\ncustomarily obtained subsequent to the sale or conveyance;\n\n                 (e)      Conventional rights of reassignment prior to release\nof a leasehold interest requiring ninety (90) days or less notice to the\nholders of the rights;\n\n                 (f)      Easements, rights-of-way, servitudes, permits,\nsurface leases and other rights in respect of surface operations;\n\n                 (g)      All rights reserved to or vested in any governmental,\nstatutory or public authority to control or regulate any of the Leases or Wells\nin any manner, and all applicable laws, rules and orders of governmental\nauthority;\n\n                 (h)      Any encumbrance on or affecting the Assets which is\nassumed or paid by Purchaser at or prior to Closing or which is discharged at\nor prior to Closing; and\n\n                 (i)      Any Title Defects that Purchaser shall have expressly\nwaived in writing or which are deemed to have been waived by operation of\nSection 3.4.\n\n\n\n\n\n                                      -6-\n\n         3.4     TITLE FAILURE; DEFECT ADJUSTMENTS.\n\n                 (a)      'Defective Interests' shall mean that portion of the\nvalue of any of the Assets as described on Schedule 2.4 affected by a Title\nDefect or that Purchaser is otherwise entitled under Section 3.4 or 3.5 to\ntreat as Defective Interests, and of which Seller has been given notice by\nPurchaser on or before a date which is three (3) business days prior to the\nClosing Date.  Such notice shall be in writing and shall include (i) a\ndescription of the Defective Interests, (ii) the basis for the defect that\nPurchaser believes causes such Assets to be treated as Defective Interests,\n(iii) the Allocated Values of the Defective Interests, and (iv) the amount by\nwhich Purchaser reasonably believes the Allocated Values of the Defective\nInterests has been reduced and the computations and information upon with\nPurchaser's belief is based.  Purchaser shall be deemed to have waived all\nTitle Defects and any Defective Interests of which Seller has not been given\nsuch notice; provided, however that such waiver shall not apply with respect to\nany defect under Section 3.5(a) if such defect did not exist on or before the\ndate such notice is due, but arose after such date.\n\n                 (b)      Subject to subsection (d) of this Section 3.4,\nDefective Interests shall be excluded from the Assets to be purchased by\nPurchaser hereunder and the Purchase Price shall be reduced in accordance with\nSection 2.2(c) by an amount equal to the Allocated Values thereof as agreed\nupon by Seller and Purchaser (which reduction shall be called an 'Exclusion\nAdjustment' unless (i) prior to the Closing, the basis for treating such Assets\nas Defective Interests has been removed to the mutual satisfaction of the\nparties, (ii) Seller agrees to provide Purchaser an indemnity acceptable to\nPurchaser indemnifying Purchaser against all losses, costs, expenses and\nliabilities with respect to such Defective Interests arising from the defect or\nbasis for such Assets being treated as Defective Interests, or (iii) Purchaser\nand Seller agree to an amount by which the Allocated Values of the Defective\nInterests has been reduced and the Purchase Price is reduced by such amount in\naccordance with Section 2.2(c), the amount of which reduction will in no event\nexceed the Allocated Value amount set forth on Schedule 2.4 (which reduction\nshall be called a 'Defect Adjustment').\n\n                 (c)      In determining which portion of the Assets are\nDefective Interests, it is the intent of the parties to include, when\npractical, only that portion of the Assets materially affected by the defect or\nthe basis for such Assets being treated as Defective interests.\n\n                 (d)      If the aggregate Allocated Values of all Defective\nInterests at the Closing exceed ten percent (10%) of the Purchase Price,\nPurchaser or Seller shall have the additional right to terminate this Agreement\nwithout penalty pursuant to Section 8.1(b).\n\n         3.5     IDENTIFICATION OF ADDITIONAL DEFECTIVE INTERESTS.\n\n                 (a)      CONSENTS.  On or prior to Closing, Seller shall\nfurnish to Purchaser copies of all written waivers or consents to the sale and\ntransfer of the Assets which have been obtained from any third party.  If any\nthird party waiver or consent to the sale and transfer of the Assets set forth\non\n\n\n\n\n\n                                      -7-\n\nSchedule 3.5 is not obtained prior to the Closing, Purchaser may elect to treat\nthat portion of the Assets subject to such consent requirement as Defective\nInterests by giving Seller notice thereof on or before Closing.\n\n                 (b)      PREFERENTIAL RIGHTS.  If any preferential right to\npurchase set forth on Schedule 3.5 is exercised on or before Closing, that\nportion of the Assets affected by the exercise of or notice of the intent to\nexercise such preferential right  shall be treated as Defective Interests.\n\n                 (c)      CASUALTY LOSS.  As used herein, the term 'Casualty\nLoss' shall mean, with respect to all or any portion of any of the Assets, any\ndestruction by fire, blowout, storm or other casualty prior to Closing.  Seller\nshall promptly notify Purchaser of any Casualty Loss of which Seller becomes\naware. Purchaser shall assume any Casualty Loss which occurs during the\nAdjustment Period as to any Asset operated by Purchaser and Seller shall\ntransfer to Purchaser all rights to insurance proceeds, claims, awards and\nother payments arising out of such Casualty Loss.  If any Casualty Loss occurs\nduring the Adjustment Period to any of the Assets not operated by Purchaser and\nsuch Casualty Loss may be repaired prior to Closing and, when repaired, the\nvalue of such Asset shall not be materially diminished, then Seller may repair\nsuch Casualty Loss prior to Closing and shall immediately notify Purchaser of\nsuch election.  If Seller elects to repair such Casualty Loss in respect of an\nAsset not operated by Purchaser and such repair is not completed prior to\nClosing or the repair completed by Seller does not cause the value of such\nAsset to be substantially the same as such value prior to the Casualty Loss, or\nSeller does not elect to repair the Casualty Loss, then Purchaser may elect to\n(i) cause Seller to retain the Asset affected by the Casualty Loss, and to\ntreat the Casualty Loss as a Defective Interest, in which case Seller shall\nretain all insurance proceeds relating to the Casualty Loss or (ii) require\nSeller to (1) transfer to Purchaser such Asset notwithstanding such Casualty\nLoss, (2) transfer to Purchaser all rights to unpaid insurance proceeds,\nclaims, awards and other payments arising out of such Casualty Loss, and (3)\npay to Purchaser all sums paid to Seller as insurance proceeds, awards or other\npayment arising out of such Casualty Loss.\n\n                                   ARTICLE IV\n\n                        PRE-CLOSING, AND CLOSING ACTIONS\n\n         4.1     TIME AND PLACE OF CLOSING.\n\n                 (a)      The parties hereto  shall use their best efforts to\nconsummate the purchase and sale transaction as contemplated by this Agreement\n(the 'Closing') at the law firm of Holme, Roberts &amp; Owen, Denver, Colorado on\nOctober 21, 1997 or as soon thereafter that the conditions to Closing set forth\nin this Agreement are satisfied, but in no event shall Closing occur after\nOctober 30, 1997 unless otherwise agreed to in writing by Purchaser and Seller.\n\n                 (b)      The date on which the Closing occurs is herein\nreferred to as the 'Closing Date'.  The Conveyance shall be effective as of the\nEffective Time.\n\n         4.2     ACCESS TO RECORDS. Between the date of this Agreement and the\nClosing Date, Seller shall, subject to Section 4.8 hereof, give Purchaser and\nits representatives access to, and the right to\n\n\n\n\n\n                                      -8-\n\ncopy, at Purchaser's expense, the Records in Seller's possession directly\nrelating to the Assets, but only to the extent that Seller may do so without\nviolating any confidentiality or contractual obligation to a third party and to\nthe extent that Seller has authority to grant such access.  Such access by\nPurchaser shall be limited to Seller's normal business hours, by appointment\nonly, and shall be without disruption of Seller's normal and usual operations.\n\n         4.3     GOVERNMENT REVIEWS.  Seller and Purchaser shall in a timely\nmanner (a) make all required filings, if any, with and prepare applications to\nand conduct negotiations with, each governmental agency as to which such\nfilings, applications or negotiations are necessary or appropriate in the\nconsummation of the transactions contemplated hereby, and (b) provide such\ninformation as each may reasonably request to make such filings, prepare such\napplications and conduct such negotiations.  Each party shall cooperate with\nand use all reasonable efforts to assist the other with respect to such\nfilings, applications and negotiations.\n\n         4.4     PRE-CLOSING ACTION. Seller and Purchaser shall use all\nreasonable efforts to cause all of the conditions precedent to the consummation\nof the transactions contemplated by this Agreement applicable to each of them\nto be met as promptly as possible and to take all such other actions as may be\nreasonably necessary to effect the consummation of the transactions\ncontemplated by this Agreement.\n\n         4.5     LETTERS-IN-LIEU, ASSIGNMENTS AND NOTICES.\n\n                 (a)      Seller shall execute on the Closing Date Letters in\nLieu of Division and Transfer Orders relating to the Assets on forms prepared\nby Purchaser and reasonably satisfactory to Seller to reflect the transactions\ncontemplated hereby.\n\n                 (b)      Purchaser shall prepare and Seller and Purchaser\nshall execute on the Closing Date all assignments necessary to convey to\nPurchaser the Assets, which assignments shall be substantially in the form of\nExhibit 'B'.\n\n                 (c)      Purchaser shall prepare and Seller and Purchaser\nshall execute on the Closing Date all assignments necessary to convey to\nPurchaser all federal, state or Indian leases in the form as prescribed by the\napplicable governmental body.\n\n         4.6     PUBLIC ANNOUNCEMENTS. Each party hereto shall consult with the\nother party hereto prior to any public announcement by such party regarding the\nexistence of this Agreement, the contents hereof or the transactions\ncontemplated hereby.\n\n         4.7     INDEMNITY REGARDING ACCESS. Purchaser agrees to indemnify,\ndefend and hold harmless Seller, its directors, officers, employees, agents and\nrepresentatives from and against any and all claims, liabilities, losses, costs\nand expenses (including, without limitation, court costs, expenses of\nlitigation and reasonable attorneys' fees) in connection with personal\ninjuries, including death or property damage arising out of or relating to the\naccess of Purchaser, its officers, employees, and representatives to the Assets\nand to the records and other related information as permitted under this\nAgreement.\n\n\n\n\n\n                                      -9-\n\n                                   ARTICLE V\n\n                    REPRESENTATIONS AND WARRANTIES OF SELLER\n\n         5.1     DISCLAIMERS. Except as specifically set forth in this Article\nV and Section 3.1, Seller makes no warranties or representations, express or\nimplied, in connection with the Assets, and expressly disclaims any warranties\nor representations with regard to any information or data disclosed or provided\nby them, their agents, representatives, employees or advisors to Purchaser or\nPurchaser's agents, representatives, employees, or advisors.  Subject to this\nSection 5.1, Seller makes the warranties and representations set forth in\nSections 5.2 through 5.15.  SELLER EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE\nCONDITION OF ANY PERSONAL PROPERTY, FIXTURES AND ITEMS OF MOVABLE PROPERTY\nCOMPRISING ANY PART OF THE ASSETS INCLUDING (a) ANY IMPLIED OR EXPRESS WARRANTY\nOF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A\nPARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS\nOR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPLICABLE STATUTES\nTO CLAIM DIMINUTION OF CONSIDERATION, AND (e) ANY CLAIM BY PURCHASER FOR\nDAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, IT BEING EXPRESSLY\nUNDERSTOOD BY PURCHASER THAT THE PERSONAL PROPERTY, FIXTURES AND ITEMS ARE\nBEING CONVEYED TO PURCHASER AS IS, WHERE IS, WITH ALL FAULTS, AND IN THEIR\nPRESENT CONDITION AND STATE OF REPAIR AND THAT PURCHASER HAS MADE OR CAUSED TO\nBE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE.\n\n         5.2     EXISTENCE. Seller is a limited liability company duly formed,\nvalidly existing and in good standing under the laws of the State of Kansas and\nis duly registered  to do business as a foreign limited liability company in\nthe states where the Assets are located.\n\n         5.3     POWER. Seller has the power to enter into and perform this\nAgreement and the transactions contemplated by this Agreement.  Subject to\npreferential purchase rights and restrictions on assignment of the type\ngenerally found in the oil and gas industry, and to rights to consent by,\nrequired notices to, and filings with or other actions by governmental entities\nwhere the same are customarily obtained subsequent to the assignment of oil and\ngas interests, the execution, delivery and performance of this Agreement by\nSeller, and the transactions contemplated by this Agreement, will not violate\n(a) any provision of the certificate or agreement of formation of Seller, (b)\nany material agreement or instrument to which Seller is a party or by which\nSeller or any of the Assets are bound, (c) any judgment, order, ruling, or\ndecree applicable to Seller as a party in interest, or (d) any law, rule or\nregulation applicable to Seller relating to the Assets other than a violation\nwhich would not have a material adverse effect on Seller or the Assets.\n\n         5.4     AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and\nperformance of this Agreement, and the transaction contemplated hereby, have\nbeen duly and validly authorized by all necessary action on the part of Seller.\nThis Agreement constitutes the valid and binding obligation of\n\n\n\n\n\n                                      -10-\n\nSeller, enforceable in accordance with its terms except as such enforceability\nmay be limited by applicable bankruptcy or other similar laws affecting the\nrights and remedies of creditors generally as well as to general principles of\nequity (regardless of whether such enforceability is considered in a proceeding\nin equity or at law).\n\n         5.5     LIABILITY FOR BROKERS' FEES. Purchaser shall not directly or\nindirectly incur any liability or expense, as a result of undertakings or\nagreements of Seller, for brokerage fees, finder's fees, agent's commissions or\nother similar forms of compensation in connection with this Agreement or any\nagreement or transaction contemplated hereby.\n\n         5.6     CLAIMS AND LITIGATION. To the actual knowledge of Seller,\nthere are no claims, actions, suits or proceedings pending or threatened\nagainst Seller which, if determined adversely to Seller, would have a material\nadverse affect on the Assets or which would materially and adversely affect\nSeller's ability to perform its obligations under this Agreement.\n\n         5.7     TAXES AND ASSESSMENTS. To the actual knowledge of Seller, all\nmaterial ad valorem, production, severance, excise, and similar taxes and\nassessments based upon or measured by the ownership of or the production of\nhydrocarbons from the Assets which have become due and payable have been\nproperly paid or are being challenged in good faith by Seller, all applicable\ntax returns have been filed, and Seller knows of no claim by any applicable\ntaxing authority against Seller in connection with the payment of such taxes.\n\n         5.8     PRODUCTION IMBALANCES.  Schedule 5.8 sets forth all of the\nestimated production imbalances net to Seller's working interest with respect\nto certain wells as of the Effective Time, and Purchaser expressly assumes any\nand all obligations attributable to the production imbalances.  The value\ndetermined by mutual agreement of the parties hereto of all production\nimbalances as set forth on Schedule 5.8 shall be adjustments to the Purchase\nPrice in accordance with Section 2.2.\n\n         5.9     CONSENTS AND PREFERENTIAL RIGHTS.  All required notices in\nrespect of consents to assignment and preferential rights to purchase relating\nto the Assets set forth on Schedule 3.5 shall be prepared by Purchaser for\nexecution by Seller on forms customarily used in the industry and shall be\nfurnished to Purchaser at Closing.  Seller shall use its best efforts to cause\nsuch consents and preferential rights to purchase to be obtained and delivered\non or before Closing.  Purchaser shall cooperate with the Seller in seeking to\nobtain such consents and preferential rights.  Should a third party fail to\nexercise its preferential right to purchase as to any portion of the Assets\nprior to Closing, such portion of the Assets shall be conveyed to Purchaser\nsubject to such right and Purchaser agrees to perform the obligations of Seller\nwith respect to such preferential rights.\n\n         5.10    ENVIRONMENTAL LAWS.  To the actual knowledge of Seller and as\nto that portion of the Assets not operated by Purchaser, (i) such Assets are in\ncompliance in all material respects with all Environmental Laws (as hereinafter\ndefined) and all orders or requirements of any court or federal, state, or\nlocal governmental authority, and possess and are in compliance with all\nrequired permits, licenses, or similar authorizations, (ii) such Assets and\nrelated operations are not subject to any existing or threatened suit,\ninvestigation, or proceeding related to any obligation under any Environmental\nLaw, and (iii) there is no liability (contingent or otherwise) in connection\nwith the release or threatened\n\n\n\n\n\n                                      -11-\n\nrelease into the environment of any Hazardous Substance (as defined below) as a\nresult of or in connection with such Assets or the operations related thereto.\nAs used in this Agreement, the term 'Environmental Laws' shall mean any and all\nlaws, regulations, ordinances and judicial interpretations pertaining the\nprevention, abatement or elimination of pollution or to the protection of\npublic health or the environment that are in effect in all jurisdictions in\nwhich any of the Assets or related operations are located or conducted,\nincluding, without limitation, the federal Comprehensive Environmental\nResponse, Compensation and Liability Act ('CERCLA'), the Resource Conservation\nand Recovery Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic\nSubstance Control Act, the Hazardous Materials Act and the Clean Air Act and\nthe term 'Hazardous Substance' shall have the meaning described under Section\n101 of CERCLA at 42 U.S.C. Section 9601(14), except that it shall also include\npetroleum, natural gas, natural gas liquids, nitrous oxide, carbon monoxide and\nsulphur oxide.\n\n         5.11    SALE OF PRODUCTION.  Except as set forth on Schedule 5.11 and\nas to that portion of the Assets not operated by Purchaser, no hydrocarbons\nproduced from such Assets or existing as in-ground reserves in such Assets are\nsubject  to a sales contract (other than  a contract or division order\nterminable upon no more than 30 days notice), and no person or entity other\nthan a lessor under the Leases has any call upon, option to purchase or similar\nrights with respect to production from such Assets.  Except as set forth on\nSchedule 5.11, Seller is receiving proceeds from the sale of production from\nthe Wells from the production purchasers or from operator(s) of the Assets in a\ntimely manner, and the proceeds payable to Seller are not being held in\nsuspense by any production purchaser or operator.\n\n         5.12    LEASES.  To the actual knowledge of Seller, the Leases are in\nfull force and effect and are valid and existing documents covering the entire\nestates which they purport to cover; all royalties, rentals and other payments\ndue under the Leases which are the responsibility of Seller to pay have been\nfully, properly and timely paid; no party to any Lease is in breach of any\nprovision  thereof; no such breach has been alleged by any lessor; the Leases,\nother than federal Leases, do not contain express development obligations; and\nall conditions necessary to keep the Leases in force have been performed.\n\n         5.13    FURTHER ASSURANCES.  From the date of execution of this\nAgreement, without the prior written consent of Purchaser, Seller will not: (i)\nenter into any new agreements or commitments with respect to the Assets; (ii)\nincur any liabilities other than in the ordinary course for normal operating\nexpenses  associated with individual Wells; (iii) abandon, or consent to\nabandonment of, any producing or shut-in Well or any injection well located on\nthe premises associated with the Assets, nor release or abandon all or any\nportion of the Leases; (iv) modify or terminate any of the agreements relating\nto the Assets or waive any right thereunder; (v) encumber, sell or otherwise\ndispose of any of the Assets other than personal property which is replaced\nwith equivalent property or consumed in the ordinary course of operation of the\nAssets  and other than hydrocarbons sold in the ordinary course of business;\nand (vi) purchase any additional interests.\n\n         5.14    MATERIAL AGREEMENTS.  All agreements with respect to which\nSeller is a party and Purchaser is not a party and that are material to the\nownership or value of the Assets are set forth on Schedule 5.14 and, as to such\nagreements, (i) all are in full force and effect; (ii) all payments due\nthereunder have been made by Seller; (iii) Seller is not in breach or default\nthereunder; (iv) no other party is in breach or default with respect to its\nobligations thereunder; and (v) neither Seller nor any\n\n\n\n\n\n                                      -12-\n\nother party to any such contract has given or threatened to give notice of any\naction to terminate, cancel, rescind or procure  a judicial reformation of any\nsuch contract. [note: schedule to include loan agreement]\n\n         5.15    BURDENS.  Schedule 3.1  identifies (and sets forth all\nrecording and filing information to the extent recorded or filed) all liens,\nencumbrances or other burdens on the Assets whether recorded or unrecorded as\nof the Effective Time.  Such liens, encumbrances or other burdens have not\nchanged since the Effective Time and no additional liens, encumbrances or other\nburdens have been incurred since  the Effective Time in respect of any of the\nAssets.  Seller has assigned of record an overriding royalty interest equal to\nten percent (10%), proportionately reduced, of the net revenue interest owned\nby Seller in the Leases (the 'Overriding Royalty') to Endowment Energy\nCo-Investment Partnership, a Delaware general partnership (the 'Royalty\nOwner'), which is identified on Schedule 3.1.  The Overriding Royalty is\nincluded in the net revenue interests set forth on Schedule 2.4 and Seller\nshall assign, or cause Royalty Owner to assign, the interests represented by\nthe Overriding Royalty to Purchaser at Closing.\n\n\n                                   ARTICLE VI\n\n                  REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n         Purchaser represents and warrants to Seller the following:\n\n         6.1     EXISTENCE. Purchaser is a corporation duly organized, validly\nexisting and in good standing under the laws of the State of Delaware, and is\nduly qualified to do business as a foreign corporation in the state(s) where\nthe Assets are located, except where the failure to so qualify would not have a\nmaterial adverse effect on Purchaser or its properties.\n\n         6.2     POWER. Purchaser has the corporate power to enter into and\nperform this Agreement and the transactions contemplated by this Agreement.\nSubject to preferential purchase rights and restrictions on assignment of the\ntype generally found in the oil and gas industry, and to rights to consent by,\nrequired notices to, and filings with or other actions by governmental entities\nwhere the same are customarily obtained subsequent to the assignment of oil and\ngas interests, the execution, delivery and performance of this Agreement by\nPurchaser, and the transactions contemplated by this Agreement, will not\nviolate (a) any provision of the certificate of incorporation or bylaws of\nPurchaser, (b) any material agreement or instrument to which Purchaser is a\nparty or by which Purchaser or any of the Assets are bound, (c) any judgment,\norder, ruling, or decree applicable to Purchaser as a party in interest, or (d)\nany law, rule or regulation applicable to Purchaser relating to the Assets\nother than a violation which would not have a material adverse effect on\nPurchaser.\n\n         6.3     AUTHORIZATION AND ENFORCEABILITY. The execution, delivery and\nperformance of this Agreement, and the transaction contemplated hereby, have\nbeen duly and validly authorized by all necessary action on the part of\nPurchaser.  This Agreement constitutes the valid and binding obligation of\nPurchaser, enforceable in accordance with its terms except as such\nenforceability may be limited by applicable bankruptcy or other similar laws\naffecting the rights and remedies of creditors generally as\n\n\n\n\n\n                                      -13-\n\nwell as to general principles of equity (regardless of whether such\nenforceability is considered in a proceeding in equity or at law).\n\n         6.4     LIABILITY FOR BROKERS' FEES. Seller shall not directly or\nindirectly incur any liability or expense, as a result of undertakings or\nagreements of Purchaser, for brokerage fees, finder's fees, agent's commissions\nor other similar forms of compensation in connection with this Agreement or any\nagreement or transaction contemplated hereby.\n\n         6.5     DISTRIBUTION. Purchaser is an experienced and knowledgeable\ninvestor in the oil, gas and mineral resources industry that has previously\nexpended substantial amounts in the acquisition and development of oil and gas\nproperties.  Prior to entering into this Agreement, Purchaser has been advised\nby its counsel and such other persons as it has deemed appropriate concerning\nthis Agreement.  The Assets to be acquired by Purchaser pursuant to this\nAgreement are being acquired by Purchaser for its own account, for investment\nand not with a view to distribution or resale within the meaning of the\nSecurities Act of 1933, as amended, or any other applicable securities law,\nrule, regulation or order.\n\n         6.6     CLAIMS AND LITIGATION. To the actual knowledge of Purchaser,\nthere are no claims, actions, suits, or proceedings pending or threatened\nagainst Purchaser which, if determined adversely to Purchaser, would materially\nand adversely affect Purchaser's ability to perform its obligations under this\nAgreement.\n\n\n                                  ARTICLE VII\n\n                             CONDITIONS TO CLOSING\n\n         7.1     CONDITIONS OF SELLER TO CLOSING. The obligations of Seller to\nconsummate the transaction contemplated by this Agreement are subject, at the\noption of Seller, to the satisfaction on or prior to Closing of each of the\nfollowing conditions:\n\n                 (a)      REPRESENTATIONS.  The representations and warranties\nof Purchaser set forth in this Agreement herein shall be true and correct in\nall material respects as of the date of this Agreement and as of the Closing\nDate as though made on and as of the Closing Date.\n\n                 (b)      PERFORMANCE.  Purchaser shall have performed all\nobligations, covenants and agreements hereunder and shall have complied with\nall covenants and conditions applicable to it contained in this Agreement prior\nto or on the Closing Date.\n\n                 (c)      PENDING MATTERS.  No suit, action or other proceeding\nby a third party or a governmental authority shall be pending or threatened\nwhich seeks to restrain, enjoin or otherwise prohibit, the consummation of the\ntransactions contemplated by this Agreement.\n\n                 (d)      OPINION.  Purchaser shall have delivered to Seller an\nopinion of its legal counsel in form and substance reasonably satisfactory to\nSeller, dated as of the date of Closing, to the effect that:\n\n\n\n\n\n                                      -14-\n\n                          (i)     Purchaser is a corporation duly organized,\n                 validly existing and in good standing under the laws of the\n                 State of Delaware and is duly qualified to carry on its\n                 business in the States of Wyoming, Colorado and Texas;\n\n                          (ii)    The execution, delivery and performance of\n                 this Agreement and the transactions contemplated hereby have\n                 been duly and validly authorized by all requisite corporate\n                 action on the part of Purchaser; and\n\n                          (iii)   This Agreement and all documents and\n                 instruments executed by Purchaser at Closing have been duly\n                 executed and delivered on behalf of Purchaser and constitute\n                 legal, valid and binding obligations of Purchaser enforceable\n                 in accordance with their terms and, subject to obtaining\n                 required consents to assignment and the exercise of\n                 preferential rights to purchase, do not violate any contract,\n                 order or agreement to which Purchaser is a party or is\n                 subject.\n\n         In giving this opinion, Purchaser's counsel may rely upon certificates\nof governmental officials  and of Purchaser's officers as to matters of fact,\nand may qualify the opinion with such other assumptions and exceptions as are\nreasonable under the circumstances.\n\n         7.2     CONDITIONS OF PURCHASER TO CLOSING. The obligations of\nPurchaser to consummate the transaction contemplated by this Agreement are\nsubject, at the option of Purchaser, to the satisfaction on or prior to Closing\nof each of the following conditions:\n\n                 (a)      REPRESENTATIONS.  The representations and warranties\nof Seller set forth in this Agreement shall be true and correct in all material\nrespects as of the date of this Agreement and as of the Closing Date as though\nmade on and as of the Closing Date.\n\n                 (b)      PERFORMANCE.  Seller shall have performed all\nobligations, covenants and agreements hereunder and shall have complied with\nall covenants and conditions applicable to it contained in this Agreement prior\nto or on the Closing Date and shall have executed and delivered the Conveyance\non the Closing Date.\n\n                 (c)      PENDING MATTERS.  No suit, action or other proceeding\nby a third party or governmental authority shall be pending or threatened to\nrestrain, enjoin or otherwise prohibit, the consummation of the transactions\ncontemplated by this Agreement.\n\n                 (d)      OPINION.  Seller shall have delivered to Purchaser an\nopinion of Seller's legal counsel, in form and substance reasonably\nsatisfactory to Purchaser, dated as of the date of Closing, to the effect that:\n\n                          (i)     Seller is a limited liability company duly\n                 organized, validly existing and in good standing under the\n                 laws of the State of Kansas and is duly qualified  to carry on\n                 its business in the States of Wyoming, Colorado and Texas;\n\n\n\n\n\n                                      -15-\n\n                          (ii)    The execution, delivery and performance of\n                 this Agreement and the transactions contemplated hereby have\n                 been duly and validly authorized by all requisite action on\n                 the part of Seller; and\n\n                          (iii)   This Agreement and all documents and\n                 instruments executed by Seller at Closing have been duly\n                 executed and delivered on behalf of Seller and constitute\n                 legal, valid and binding obligations of Seller enforceable in\n                 accordance with their terms and, subject to obtaining required\n                 consents to assignment and the exercise of preferential rights\n                 to purchase, do not violate any contract, order or agreement\n                 to which Seller is a party or is subject.\n\n                 In giving this opinion, Seller's counsel may rely upon\n         certificates of governmental officials and of Seller's officers as to\n         matters of fact, and may qualify the opinion with such other\n         assumptions and exceptions as are reasonable under the circumstances.\n\n         7.3     OBLIGATIONS OF SELLER AT CLOSING. At the Closing, upon the\nterms and subject to the conditions of this Agreement, Seller shall execute and\ndeliver or cause to be executed and delivered to Purchaser, among other things,\nthe following:\n\n                 (a)      Conveyances of the Assets, in sufficient original\ncounterparts to allow recording;\n\n                 (b)      Assignments, on appropriate forms, of state and\nfederal leases comprising portions of the Assets;\n\n                 (c)      Assignments of the Overriding Royalty, in sufficient\noriginal counterparts to allow recording;\n\n                 (d)      Letters-in-lieu of transfer orders covering the\nAssets;\n\n                 (e)      Copies of all consents, waivers and approvals of the\nthird parties set forth on Schedule 3.5, other than unexercised preferential\nrights;\n\n                 (f)      Opinion of legal counsel set forth in Section 7.2(d);\n\n                 (g)      Certificate by an authorized member of Seller dated\nas of Closing, certifying on behalf of Seller that the conditions set forth in\nSections 7.2(a) and 7.2(b) have been fulfilled; and\n\n                 (h)      Mortgage releases, financing statement terminations\nand any other releases or documentation sufficient to remove the liens,\nencumbrances or other burdens set forth on Schedule 3.1, in sufficient original\ncounterparts to allow full recording and filing.\n\n         7.4     OBLIGATIONS OF PURCHASER AT CLOSING.  At the Closing, upon the\nterms and subject to the conditions of this Agreement, Purchaser shall execute\nand deliver or cause to be executed and delivered to Seller, among other\nthings, the following:\n\n\n\n\n\n                                      -16-\n\n                 (a)      A wire transfer of the Adjusted Purchase Price, as\nrequired hereunder;\n\n                 (b)      Opinion of legal counsel set forth in Section 7.1(d);\nand\n\n                 (c)      Certificate by an authorized attorney-in-fact or\ncorporate officer of Purchaser dated as of Closing, certifying on behalf of\nPurchaser that the conditions set forth in Sections 7.1(a) and 7.1(b) have been\nfulfilled.\n\n\n                                  ARTICLE VIII\n\n                           TERMINATION AND AMENDMENT\n\n         8.1     TERMINATION. This Agreement may be terminated at any time\nprior to the Closing Date:  (a)  by the mutual prior written consent of Seller\nand Purchaser, (b) by Purchaser or Seller if the provisions of Section 3.4(d)\ngive it the right to terminate, (c) at the option of the non-breaching party if\nthe other party is in material default of its obligations under this Agreement,\nor (d) by Seller, if Closing has not occurred by [October 31], 1997.  Any party\nshall exercise a right of termination provided above by written notice to the\nother party.\n\n         8.2     EFFECT OF TERMINATION. If this Agreement is terminated\npursuant to Section 8.1(a), (b) or (d), this Agreement shall become void and of\nno further force or effect (except for the provisions of Section 4.7 which\nshall continue in full force and effect); provided, however, that if either\nparty is in material default of its obligations under this Agreement at the\ntime this Agreement is so terminated pursuant  to Section 8.1(c), such\ndefaulting party shall continue to be liable to the other party for damages or\nspecific performance relating to such default and such liability shall not be\naffected by such termination.\n\n\n                                   ARTICLE IX\n\n                            POST-CLOSING OBLIGATIONS\n\n         9.1     STATEMENT OF ADJUSTED PURCHASE PRICE. Seller and Purchaser\nshall agree on a final statement of the Purchase Price and make any payments\nrequired thereby in accordance with the provisions of Section 2.3 above.\n\n         9.2     RECEIPTS AND CREDITS. Following final adjustment of the\nPurchase Price, all monies, proceeds, receipts, credits and income attributable\nto the Assets for all periods of time subsequent to the Effective Time shall be\nthe sole property and entitlement of Purchaser, and, to the extent received by\nSeller, Seller shall fully disclose, account for and transmit the same promptly\nto Purchaser.  Following final adjustment of the Purchase Price, all monies,\nproceeds, receipts and income attributable to the Assets, except as otherwise\nprovided in this Agreement, for all periods of time prior to the Effective\nTime, shall be the sole property and entitlement of Seller and, to the extent\nreceived by\n\n\n\n\n\n                                      -17-\n\nPurchaser, Purchaser shall fully disclose, account for and transmit the same\npromptly to Seller.  Except as otherwise provided in this Agreement, all costs,\nexpenses, disbursements, obligations and liabilities attributable to the Assets\nfor periods of time prior to the Effective Time, regardless of when due or\npayable, shall be the sole obligation of Seller and Seller shall promptly pay,\nor if paid by Purchaser, promptly reimburse Purchaser for and hold Purchaser\nharmless from and against same.  All costs, expenses, disbursements,\nobligations, and liabilities attributable to the Assets for periods of time\nsubsequent to the Effective Time, regardless of when due or payable, shall be\nthe sole obligation of the Purchaser and Purchaser shall promptly pay, or if\npaid by Seller, promptly reimburse Seller for and hold Seller harmless from and\nagainst same.  Seller shall be entitled to a credit for and reimbursement in an\namount equal to any amount received by Purchaser after Closing for any delivery\nor performance by Seller prior to the Effective Time.\n\n         9.3     ASSUMPTION AND INDEMNITY. If the Closing occurs,\n\n                 (a)      Purchaser assumes all obligations that are\nattributable to the Assets from and after the Effective Time including, but not\nlimited to, any obligation to cash balance or to allow third parties to make-up\ngas according to the terms and conditions of the applicable gas balancing or\nother contracts or governing law, rule or regulation, all obligations to\nproperly plug and abandon all wells now or thereafter located on the Leases and\nrestore the surface of the Leases in accordance with applicable lease or other\nagreements and governmental (including environmental) laws, orders, and\nregulations (regardless of whether any such obligation to plug, abandon and\nrestore is attributable to periods of time prior to or after the Effective\nTime) and the obligation to pay ad valorem and similar production taxes with\nrespect to the Assets as set forth in Sections 10.4 and 2.2(b);\n\n                 (b)      Purchaser agrees to indemnify, defend and hold\nharmless Seller, its affiliates, officers, directors, agents and\nrepresentatives from and against any and all claims, liabilities, losses, costs\nand expenses (including, without limitation, court costs, expenses of\nlitigation and reasonable attorneys' fees) that are attributable to the Assets\nafter the Effective Time (including, without limitation, (i) the obligation to\ncash balance or to allow third parties to make-up gas according to the terms\nand conditions of the applicable gas balancing or other contracts or governing\nlaw, rule or regulation, (ii) the obligation to properly plug and abandon all\nwells now or hereafter located on the Leases, (iii) the obligation to restore\nthe surface of the Leases in accordance with applicable lease or other\nagreements and governmental laws, orders and regulations, and (iv) damage to\nproperty, or injury to or death of persons attributable to the Assets and\noccurring after the Effective Time). Notwithstanding the foregoing, Purchasers'\nindemnification obligations exclude liabilities in respect of Environmental\nLaws as to the Assets and to conditions that existed prior to the Effective\nTime;\n\n                 (c)      Seller agrees to indemnify, defend and hold harmless\nPurchaser, its affiliates, officers, directors, agents and representatives from\nand against any and all claims, liabilities, losses, costs and expenses\n(including, without limitation, court costs, expenses of litigation and\nreasonable attorneys' fees) that are attributable to the Assets before the\nEffective Time (other than (i) the obligation to cash balance or to allow third\nparties to make-up gas according to the terms and conditions of the applicable\ngas balancing or other contracts or governing law, rule or regulation, (ii) the\nobligation to properly plug and abandon wells now or hereafter located on the\nLeases, (iii) the obligation to restore the surface of the Leases in accordance\nwith applicable lease or other agreements\n\n\n\n\n\n                                      -18-\n\nand governmental laws, orders and regulations, and (iv) damage to property, or\ninjury to or death of persons attributable to the Assets and occurring after\nthe Effective Time).  Notwithstanding the foregoing, Seller's indemnification\nobligations include liabilities in respect of Environmental Laws as to the\nAssets and to conditions that existed prior to the Effective Time; and\n\n                 (d)      The indemnity, defense and hold harmless obligations\nset forth above shall not apply to (i) any amount, other than as set forth in\nSection 9.2, that was taken into account as an adjustment to the Purchase Price\npursuant to the provisions of this Agreement, (ii) any liability of one party\nto the other party under the provisions of this Agreement, (iii) any liability\nPurchaser would ordinarily have vis-a-vis  Seller under the terms of applicable\noperating agreements, and (iv) either party's costs and expenses with respect\nto the negotiation and consummation of this Agreement and the purchase and sale\nof the Assets.\n\n         9.4     RECORDING.  As soon as practicable after Closing, Purchaser\nshall record the conveyances in the appropriate counties.\n\n         9.5     FURTHER ASSURANCES. After Closing, Seller and Purchaser agree\nto take such further actions and to execute, acknowledge and deliver all such\nfurther documents that are necessary or useful in carrying out the purposes of\nthis Agreement or of any document delivered pursuant to this Agreement.\n\n\n                                   ARTICLE X\n\n                                 MISCELLANEOUS\n\n         10.1    COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original instrument, but all\nsuch counterparts together shall constitute but one agreement.\n\n         10.2    NOTICE. All notices which are required or may be given\npursuant to this Agreement shall be sufficient in all respects if given in\nwriting and delivered personally, by overnight courier, by telecopy or by\nregistered or certified mail, postage prepaid, as follows:\n\n         If to Seller:\n\n                 Genesis Gas &amp; Oil, LLC\n                 14 Corporation Woods\n                 8717 W. 110th Street,  Suite 420\n                 Overland Park, Kansas  66210\n                 Attention:       G. H. Mohajir\n                 Telephone:       (913) 345-8117\n                 Telecopy:        (913) 345-9094\n\n\n\n\n\n                                      -19-\n\n         If to Purchaser:\n\n                 Tom Brown, Inc.\n                 508 West Wall, Suite 500\n                 Midland, TX  79701\n                 Attention:       General Counsel\n                 Telephone:       (915) 682-9715\n                 Telecopy:        (915) 688-9598\n\nAll notices shall be deemed to have been duly given at the time of receipt by\nthe party to which such  notice is addressed.\n\n         10.3    SALES TAX, RECORDING FEES AND SIMILAR COSTS. Purchaser shall\nbear any tax, recording fees and similar costs incurred and imposed upon, or\nwith respect to, the property transfers contemplated hereby.\n\n         10.4    AD VALOREM TAXES. All unpaid ad valorem and similar taxes that\nare payable with respect to the Assets for all periods ending on or prior to\nthe Effective Time shall be as estimated by the parties and shall be an\nadjustment to the Purchase Price.  In the case of tax periods that included but\ndid not end on the Effective Time, taxes shall be prorated to the Effective\nTime and be an adjustment to the Purchase Price.  Purchaser shall pay all such\ntaxes payable for all such periods which are adjusted or prorated.\n\n         10.5    EXPENSES. All expenses incurred by Seller in connection with\nor related to the authorization, preparation or execution of this Agreement,\nthe Conveyance and the Exhibits and Schedules hereto and thereto, and all other\nmatters related to the Closing, including without limitation, all fees and\nexpenses of counsel, accountants and financial advisers employed by Seller,\nshall be borne solely and entirely by Seller; and all such expenses incurred by\nPurchaser shall be borne solely and entirely by Purchaser.\n\n         10.6    GOVERNING LAW.  This Agreement and the legal relations between\nthe parties shall be governed by and construed in accordance with the laws of\nthe State of Colorado without regard to principles of conflicts of laws\notherwise applicable to such determinations.  In the event any dispute arises\nwith respect to this Agreement, the parties hereby consent to jurisdiction and\nlitigation of such disputes in the State of Colorado.\n\n         10.7    CAPTIONS. The captions in this Agreement are for convenience\nonly and shall not be considered a part of or affect the construction or\ninterpretation of any provision of this Agreement.\n\n         10.8    WAIVERS. Any failure by any party or parties to comply with\nany of its or their obligations, agreements or conditions herein contained may\nbe waived in writing, but not in any other manner, by the party or parties to\nwhom such compliance is owed.  No waiver of, or consent to a change in, any of\nthe provisions of this Agreement shall be deemed or shall constitute a waiver\nof, or consent to a change in, other provisions hereof (whether or not similar)\nnor shall such waiver constitute a continuing waiver unless otherwise expressly\nprovided.\n\n\n\n\n\n                                      -20-\n\n         10.9    ASSIGNMENT. No party shall assign all or any part of this\nAgreement, nor shall any party assign or delegate any of its rights or duties\nhereunder, without the prior written consent of the other party and any\nassignment made without such consent shall be void except as otherwise provided\nin this Section.\n\n         10.10   ENTIRE AGREEMENT. This Agreement and the documents to be\nexecuted hereunder and the Exhibits and Schedules attached hereto constitute\nthe entire agreement between the parties pertaining to the subject matter\nhereof, and supersede all prior agreements, understandings, negotiations and\ndiscussions, whether oral or written, of the parties pertaining to the subject\nmatter hereof.\n\n         10.11   SURVIVAL. The representations and warranties of Seller and\nPurchaser set forth in Articles V and VI of this Agreement shall survive the\nClosing and shall only be applicable for one hundred eighty (180) days\nthereafter.\n\n         10.12   AMENDMENT.\n\n                 (a)      At any time prior to the Closing Date this Agreement\nmay be amended or modified in any respect by the parties by an agreement in\nwriting executed in the same manner as this Agreement.\n\n                 (b)      No supplement, modification, waiver or termination of\nthis Agreement shall be binding unless executed in writing by the party to be\nbound thereby.\n\n         10.13   EXHIBITS AND SCHEDULES. All Exhibits and Schedules attached to\nor referred to in this Agreement are incorporated into and made a part of this\nAgreement.\n\n\n\n\n\n                                      -21-\n\n         IN WITNESS WHEREOF, this Agreement has been signed by each of the\nparties hereto, all as of the date above written.\n\n\n                                  Seller:\n                                  \n                                  GENESIS GAS &amp; OIL, LLC\n                                  \n                                  \n                                  \n                                  By:___________________________________\n                                     Jaffer A. Mohajir\n                                     Manager\n                                  \n                                  \n                                  Purchaser:\n                                  \n                                  TBI PRODUCTION COMPANY\n                                  \n                                  \n                                  \n                                  By:___________________________________\n                                     Peter R. Scherer\n                                     Executive Vice President\n\n\n\n\n\n                                      -22-\n\n                                  EXHIBIT 'A'\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                                 LIST OF LEASES\n\n\n\n\n\n\n                                  EXHIBIT 'A'\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                                 LIST OF WELLS\n\n\n\n\n\n\n                                  EXHIBIT 'B'\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n\n                     AGREEMENT, ASSIGNMENT AND BILL OF SALE\n\n         GENESIS GAS &amp; OIL, LLC, a Kansas limited liability company, 14\nCorporation Woods, 8717 W. 110th Street, Suite 420, Overland Park, Kansas 66210\n('Assignor'), for the payment of Ten and no\/100 Dollars ($10.00) and other\nvaluable consideration, the receipt and sufficiency of which are hereby\nacknowledged and subject to the terms and conditions hereof, hereby grants,\nsells, assigns, and conveys to TBI PRODUCTION COMPANY, a Delaware corporation\n('Assignee'), 555 Seventeenth Street, Suite 1850, Denver, Colorado  80202, all\nof Assignor's right, title and interest (including, without limitation,\noverriding royalties and royalties) in and to the following:\n\n         (a)     The estates and rights created by the oil and gas leases and\nmineral estates described on Exhibit 'A' attached hereto (the 'Leases'),\nsubject to any other royalties, overriding royalties, production payments or\nother similar interests burdening the Leases;\n\n         (b)     All oil, gas, water disposal and other wells (whether\nproducing or non-producing) (the 'Wells') located on the Leases or on lands\npooled therewith, together with all of Assignor's interest in the rights and\nappurtenances incident thereto, including, but not limited to, all of\nAssignor's interest in fixtures, personal property (including pits and ponds),\nfacilities and equipment, used or held for use or charged to the Leases or\nWells for the production, treatment, sale, or disposal of hydrocarbons or water\nproduced therefrom or attributable thereto;\n\n         (c)     The oil, natural gas liquids or condense inventory, including\n'line fill' and inventory below the pipeline connection in tanks as of 7:00\na.m., local time, June 1, 1997 (the 'Effective Time'); and\n\n         (d)     All of Assignor's rights in, to and under, and obligations\narising from, all agreements relating to the Leases or Wells, including, but\nnot limited to, joint operating agreements, unitization agreements, pooling\nagreements, farmout agreements, drilling agreements, exploration agreements,\noil or gas product purchase and sale contracts, gas processing or\ntransportation agreements, leases, permits, rights-of-way, easements, licenses,\noptions, orders and decisions of State and Federal regulatory authorities\nestablishing units.\n\n         It is Assignor's express intent herein that Assignor's right, title\nand interest in and to the Leases shall include any and all overriding royalty\ninterests in favor of Endowment Energy Co-Investment Partnership  which have\nbeen reassigned to Assignor prior to the Effective Time.\n\n\n\n\n\n\n         Assignor will, at any time and from time to time after the date\nhereof, upon Assignee's request, execute, acknowledge and deliver or cause to\nbe executed and delivered, all further documents or instruments necessary to\neffect the transaction embodied in this Agreement, Assignment and Bill of Sale.\n\n         Assignor makes no representation or warranty of title to the interests\nassigned hereby other than against the claims of third parties claiming the\nsame, or any part thereof, by, through or under Assignor but through no other\nparty. The personal property and equipment assigned hereby are sold AS IS AND\nWHERE IS, WITH ALL FAULTS, AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR\nWITHOUT WARRANTY OF MERCHANTABILITY, CONDITION OR FITNESS FOR PARTICULAR\nPURPOSE, AND ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ARE\nHEREBY EXPRESSLY DENIED.  This conveyance is made with full substitution and\nsubrogation of Assignee, its successors and assigns, to the rights of Assignor\nunder, in and to all warranties made by others with respect to the rights,\ntitles and interests being conveyed hereunder.\n\n         To have and to hold the same unto Assignee, its successors and assigns\nforever.\n\n         EXECUTED to be effective for all purposes as of the Effective Time.\n\n                                  Assignor:\n                                  \n                                  GENESIS GAS &amp; OIL, LLC\n                                  \n                                  \n                                  \n                                  By:___________________________________\n                                       Jaffer A. Mohajir\n                                       Manager\n                                  \n                                  Assignee:\n                                  \n                                  TBI PRODUCTION COMPANY\n                                  \n                                  \n                                  \n                                  By:___________________________________\n                                        Richard B. Porter\n                                        Vice President\n\n\n\n\n\n\n\n\n\n\n\n                                ACKNOWLEDGEMENTS\n\n\n\nSTATE OF KANSAS                            )\n                                           )  ss.\nCOUNTY OF ___________                      )\n\n\n         Be it known, that on this ______ day of the month _____________, 1997,\nbefore me, the undersigned authority, personally came and appeared\n_____________________, to me personally known and known by me to be the person\nwhose genuine signature is affixed to the foregoing document, who signed said\ndocument before me and who acknowledged, in my presence, that he signed the\nabove foregoing document as his own free act and deed and for the uses and\npurposes therein set forth and apparent.\n\n         In witness whereof, the said appeared has signed these presents and I\nhave hereunto affixed my hand and seal on the day and date first above written.\n\n\n\nMy Commission Expires:            _____________________________________________\n                                  Notary Public in and for the State of Kansas\n(Seal)\n\n\n\n\n\n\n                                ACKNOWLEDGEMENTS\n\n\n\nSTATE OF TEXAS                             )\n                                           )  ss.\nCOUNTY OF MIDLAND                          )\n\n\n         Be it known, that on this ______ day of the month _____________, 1997,\nbefore me, the undersigned authority, personally came and appeared\n_____________________, to me personally known and known by me to be the person\nwhose genuine signature is affixed to the foregoing document, who signed said\ndocument before me and who acknowledged, in my presence that he signed the\nabove foregoing document as his own free act and deed and for the uses and\npurposes therein set forth and apparent.\n\n         In witness whereof, the said appearer has signed these presents and I\nhave hereunto affixed my hand and seal on the day and date first above written.\n\n\n\nMy Commission Expires:            _____________________________________________\n                                  Notary Public in and for the State of Texas\n(Seal)\n\n\n\n\n\n\nPLEASE RETURN RECORDED INSTRUMENT TO:\n\nTBI Production Company\n555 Seventeenth Street, Suite 1900\nDenver, Colorado  80202-3918\n\n\n\n\n\n\n                                  SCHEDULE 2.4\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                                ALLOCATED VALUES\n\n\n\n\n\n\n                                  SCHEDULE 3.1\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                                 TITLE BURDENS\n\n\n\n\n\n\n                                  SCHEDULE 3.5\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                        CONSENTS AND PREFERENTIAL RIGHTS\n\n\n\n\n\n\n                                  SCHEDULE 5.8\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                                 GAS BALANCING\n\n\n\n\n\n\n                                 SCHEDULE 5.11\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                             GAS CONTRACTS\/PROCEEDS\n\n\n\n\n\n\n                                 SCHEDULE 5.14\n\n                         TO PURCHASE AND SALE AGREEMENT\n                         BETWEEN GENESIS GAS &amp; OIL, LLC\n                           AND TBI PRODUCTION COMPANY\n\n\n                               MATERIAL CONTRACTS\n\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6962],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9623,9622],"class_list":["post-43532","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-brown-tom-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43532","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43532"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43532"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43532"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43532"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}