Sale Agreement - Bill of Sale #4415. Newfield Exploration Co. Property / Exhibit A. Lot Number Description Location Price () Return To

Transcription

1 Seller Buyer Newfield Exploration Co Property / Exhibit A Lot Number Description Location Price () Pick up Date Return To support@networkintl.com Effective Date In witness... Seller Newfield Exploration Co By: Printed Name: Title: Date: Buyer By: Printed Name: Title: Date: Option for Notary and/or Witness Seller Terms and Conditions SALE AGREEMENT

2 THIS SALE, dated as of the day of, 20 is made by and between NEWFIELD EXPLORATION COMPANY, acting for itself and as agent for it's working interest owners (herein collectively referred to as "Seller") and (herein referred to as "Buyer"). This Sale shall be effective as of the date specified below. W I T N E S S E T H: WHEREAS, Seller owns certain surplus oil field equipment located in the State of ; and WHEREAS, Seller desires to sell its interest and Buyer desires to buy Seller's interest in this equipment on the terms and conditions hereinafter provided; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, Seller and Buyer hereby agree as follows: 1. Sale and Purchase Subject to the terms and conditions of this Sale, Seller hereby sells, transfers, and conveys to Buyer and Buyer hereby purchases and accepts all of Seller's interest in the personal property described in Exhibit "A" hereto ("Property"). 2. Purchase Price The purchase price ("Purchase Price") for the Property is 3. Delivery, Transfer of Title, Risk of Loss. Said Purchase Price is payable by Buyer to Seller upon the effective date of this Sale. As of the Effective Date of this Sale, Seller tenders delivery of the Property and Buyer accepts delivery at the current location of the Property. Transfer of title shall take place concurrently with tender of delivery upon the Effective Date of this Sale, and risk of loss shall thereupon immediately transfer to Buyer. Buyer shall be responsible for labor and equipment required to disconnect Property. Buyer agrees to take all Property listed on Exhibit A. Buyer agrees to remove the Property from Seller s premises within 30 days of the effective date, or forfeit the Purchase Price and Seller may sell the Property to someone else. 4. Inspection of Property Buyer acknowledges that Seller has made available to Buyer the opportunity to inspect the Property, and that Buyer has either availed itself of that opportunity or has in lieu thereof accepted the Property without inspection and realizing lack of recourse on account thereof, as more fully defined in the warranty section of this Sale. 5. RecordsInspection Seller shall, upon request by Buyer, make available to Buyer for its inspection, at reasonable times during normal business hours at Seller's actual location, all records, drawings and data in possession of Seller which are directly related to the Property, except that which Seller is prevented by contractual obligations with third parties from disclosing. 6. WarrantyLimitations (a) Subject to such exceptions as may be set forth on Exhibit "A" hereof, Seller warrants title as free from all mortgages, liens or security interests, created by through and under Seller but not otherwise. (b) Seller makes no warranty or representation, express or implied, with respect to the accuracy, completeness, or materiality of the information, records, drawings, and data now, heretofore, or hereafter made available to Buyer in connection with the Property of this Sale (including, without limitation, any description of the Property, quality or quantity of

3 construction of the Property or its component material and equipment, information whether the Property or any portion thereof is new or unused, or any other matters contained in any other documents, records, or information furnished to Buyer by Seller or by its agents or representatives). Any and all such data, information, records, and drawings furnished by Seller are provided as a convenience only and any reliance on or use of same is provided at Buyer's sole risk. (c) The express warranties of Seller contained in this Sale are exclusive and are in lieu of all other representations and warranties, express, implied or statutory, including without limitation any representation or warranty with respect to the quality or quantity of the Property, or the environmental condition of the Property. The Property is sold hereunder "as is", "where is", and "with all faults" and no warranties or representations of any kind or character, express or implied, including any warranty against vices or defects, warranty of quality, merchantability, fitness for a particular purpose or condition or conformity to samples, are given by or on behalf of Seller. Buyer hereby waives all warranties, express, implied, or statutory, including, without limitation, any implied warranty against vices or defects, warranty of merchantability, fitness for a particular purpose or condition, or conformity to samples. It is understood and agreed that Buyer accepts the Property "as is", "where is", "with all faults", and in its present condition and state of repair. It is further understood that nothing contained herein is intended to deprive Buyer of any right, cause of action, or claim that Buyer may have against third parties regarding the condition of the Property. (d) The Property may bear or contain hazardous chemicals or other hazardous materials (including radioactive materials) which may be, or may become by chemical reaction or otherwise, directly or indirectly hazardous to life, to health or to property by reason of toxicity, flammability, explosiveness or for other similar or different reasons during use, transportation, handling, cleaning, reconditioning, disposal, removal, or any other activity with respect to the Property. 7. Indemnification (a) Except as provided in subsection 7 (c) below, Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, demands, losses, damages, costs, expenses, causes of action or judgments or any kind or character with respect to all liabilities and obligations, including but not limited to claims for personal injury, illness, disease, wrongful death, damage to property, liability bases on strict liability or condition of the Property, and claims (including fines, penalties, and cleanup expenses) resulting from environmental damage or pollution, attributable to or arising out of Seller s acts or omissions, or arising out of the ownership or operation of the Property, which shall have been incurred or which are bases upon incidents arising prior to the Effective Date, including, without limitation, any interest, penalty, reasonable attorney's fees and other costs and expenses incurred in connection therewith or the defense thereof, even if caused in whole or in part by the condition of the Property.

4 (b) Except as provided in paragraph 7 (d) below, Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, demands, losses, damages, costs, expenses, causes of action or judgments or any kind or character with respect to all liabilities and obligations, including but not limited to claims fo r personal injury, illness, disease, wrongful death, damage to property, liability based on strict liability or condition of the Property, and claims (including fines, penalties, and cleanup expenses) resulting from environmental damage or pollution, attributable to or arising out of Buyer's acts or omissions, or arising out of the ownership or operation of the Property, which shall have been incurred or which are based upon incidents arising subsequent to the Effective Date, including, without limitation, any interest, penalty, reasonable attorney's fees and other costs and expenses incurred in connection therewith or the defense thereof, even if caused in whole or in part by the condition of the Property. Seller has conducted a NORM screen prior to the sale of the Property which is attached hereto as exhibit B and which indicates that the Property is Non-NORM Contaminated. As such, the Property is sold to Buyer for Unrestricted Use. Buyer agrees to fully indemnify and hold harmless Seller from all liability for any injury, illness, harm or damage that may occur from NORM exposure or contamination as a result of Buyer s use, handling or disposal of the Property purchased herein. (c) Seller ( Indemnitor ) agrees to defend, indemnify and hold Buyer ( I ndemnitee ), its parent, subsidiaries and affiliate companies, agents, employees, directors, officers, servants, invitees, and insurers, harmless from and against any and all losses, claims, demands, liabilities or causes of action of every kind and character, in favor of any person or party, for injury to or illness or death of any employee of Seller or Seller s contractors, which injury, illness or death relates to, arises out of or is incident to the performance of this Sale, and regardless of the cause of injury, illness or death, even though caused in while or in part by a pre-existing defect, indemnitees negligence or strict liability, or other legal fault of indemnitees, whether sole, joint or concurrent. Seller shall fully defend any such claim, demand or suit at its sole expense necessary for compliance with applicable State and Federal laws. (d) Buyer ( Indemnitor ) agrees to defend, indemnify and hold Sellers ( Indemnitee ) and its joint interest owners and its co-ventures, and their parent, subsidiaries and affiliate companies, agents, employees, directors, officers, servants, invitees and insurers, harmless from and against any and all losses, claims, demands, liabilities or causes of action of every kind and character, in favor of any person or party, for injury to or illness or death of any employee of Buyer or Buyer s contractors, which injury, illness or death relates to, arises out of or is incident to the performance of this Sale, and regardless of the cause such injury, illness or death, even though caused whole or in party by a pre-existing defect, indemnitees negligence or strict liability, or other legal fault of indemnitees. Buyer shall fully defend any such claim, demand or suit at its sole expense, even if the same is groundless. Buyer indemnification of Seller hereunder includes any contractual liability under indemnity agreements that Seller may have with third parties, concerning bodily injury or death to any employee of Buyer. This indemnity shall be limited to the extent necessary for compliance with applicable State and Federal laws. (e) Seller shall also be liable for all rental payments under existing agreements for storage, load out, or other services with respect to the Property until the Effective Date, as well as any charges which Seller may incur by reason of cancellation of such agreements. Buyer shall be liable for, and shall defend and indemnify Seller from and against, all obligations under such agreements for any other charges or expenses, including any relocation, load out expenses, or

5 transportation charges, or taxes, based upon the post- Effective Date period, as well as any liability arising under said agreements insofar as such are based upon incidents arising subsequent to the Effective Date. Said agreements shall not be assigned to Buyer as part of this transaction, unless Buyer so requests, and Buyer shall be responsible for arranging any necessary storage, load out, and transportation agreements for the Property as of the Effective Date. If Buyer for any reason fails to make such arrangements, and Seller becomes liable to any parties for storage, load out, transportation, or any other services with respect to the Property after the Effective Date, whether under Seller's existing contractual agreement or otherwise, Buyer shall promptly reimburse Seller there for upon receipt of Seller's invoice. (f) All indemnities of Buyer and Seller herein shall extend to and cover the parent, subsidiary and affiliated companies, and to the officers, directors, employees, agents and insurers of the indemnified party and its parent, subsidiary and affiliated companies. (g) EXPRESS NEGLIGENCE/CONSPICIOUS MANNER. WITH RESPECT TO SECTION 7, BOTH PARTIES AGREE THAT THIS STATEMENT COMPLIES WITH THE REQUIREMENT, KNOWN AS THE EXPERESS NEGLIGENCE RULE, TO EXPRESSLY STATE IN A CONSPICUOUS MANNER TO AFFORD FAIR AND ADEQUATE NOTICE THAT SECTION VII HAS PROVISIONS REQUIRING ONE PARTY (THE INDEMNITOR) TO BE RESPONSIBLE FOR THE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANOTHER PARTY (THE INDEMNITEE). 8. Filing and Recording of Assignments, etc. Buyer shall be solely responsible for all filings and recording of this Sale which is deemed necessary or required by law, and Buyer shall advise Seller of the pertinent recording data. 9. Taxes In the event that Seller shall pay ad valorem, property, or any other similar type of tax, attributable to ownership of the Property, and covering a period of time in whole or in part subsequent to the Effective Date, Buyer shall within ten (10) days of receipt from Seller of a statement reimburse Seller for that prorated portion of such taxes which is attributable to the period post Effective Date. Likewise, should Buyer pay ad valorem, property or any other similar type of tax, attributable to ownership of the Property, and covering a period of time in whole or in part prior to the Effective Date, Seller shall within ten (10) days of receipt from Buyer of a statement therefore, reimburse Buyer for that prorated portion of such taxes which is attributable to the period pre-effective Date. Subject to the foregoing provision for adjustment, the parties state their intent that any bill received by Seller from taxing authorities for ad valorem, property or any similar type tax, which has not been paid as of the Effective Date, shall be forwarded to Buyer. Buyer shall remit payment of the entire amount due to the taxing authority, and shall thereupon initiate the appropriate adjustments with Seller as above provided. The cash consideration stated for this Sale is not inclusive of any sales, use, transfer, documentary, or similar taxes which may be payable on account of this Sale; any such taxes which Seller must remit to any taxing authority shall be billable by Seller to Buyer, and Buyer shall pay Seller for within ten (10) days of receipt of Seller's statement for such taxes. Buyer shall immediately provide Seller with any exemption certificates or other documentation required under applicable law which shall cause this Sale to be exempt from such taxes. Seller agrees to cooperate with Buyer in demonstrating that the requirements for an occasional sale or any other sales tax exemption have been met. Buyer shall defend, indemnify and hold Seller harmless from and against any such taxes assessed against Seller by any taxing authority on account of this Sale, including any penalties, interest or attorneys' fees pertaining thereto which are not attributable to neglect on Seller's part. 10. Further Assurances Buyer agrees that, as soon as practical after the Effective Date, it will remove or cause to be removed any names and marks used by Seller and all variations and derivatives thereof and logos relating thereto from the Property and will not thereafter make any use whatsoever of such names, marks and logos. 11. IncidentalExpenses

6 Buyer shall bear and pay, and shall indemnify Seller against all filing, recording or registration fees for any assignment or conveyance delivered hereunder. Each party shall bear its own respective expenses incurred in connection with the closing of this transaction, including its own consultants' fee, attorneys' fees, accountant's fees, and other similar costs and expenses. 12. Governing Law This Sale shall be governed and construed and enforced in accordance with the laws of the State of otherwise applicable to such determinations., without regard to conflicts of laws 13. Effective Date The Effective Date of this Sale shall be that date on which this instrument shall have been signed by both Buyer and Seller. IN WITNESS WHEREOF, the parties have caused this Sale to be executed by their duly authorized officers as of the date first above written. "SELLER" WITNESSES: NEWFIELD EXPLORATION COMPANY By: Title: Date: "BUYER" WITNESSES: Company: By: Print Name: Title: Date: The property, which is the subject of the above sale, is located at the wellsite, Lease in County, and is described below: EXHIBIT A SEE NETWORK INTERNATIONAL S INVOICE