FULL AND FINAL SETTLEMENT AND RELEASE AGREEMENT
THIS FULL AND FINAL SETTLEMENT AND RELEASE AGREEMENT (“Agreement”) is entered into as of December 23, 2020 (“Effective Date”) by and among Dimension Energy Services, LLC (“Dimension”), Sunbelt Tractor & Equipment Company (“Sunbelt”), Sanchez Oil & Gas Corporation (“Sanchez O&G”), Mesquite Energy, Inc. f/k/a Sanchez Energy Corporation (“MEI”), Sanchez Midstream Partners LP (“SNMP”), Seco Pipeline, LLC (“Seco”), and Sanchez Midstream Partners GP, LLC (“SNMGP”). Dimension, Sunbelt, Sanchez O&G, SNMP, Seco, SNMGP, and MEI may be referred to together as the “Parties.”
WHEREAS, the Parties acknowledge that bona fide disputes and controversies exist between them, both as to liability and the amount thereof, arising out of work performed by Dimension and materials and equipment provided by Sunbelt on the SECO Pipeline in Webb and LaSalle Counties, Texas (the “Project”), the subject matter of which is more fully set forth in the pleadings in the cases styled:
|●||No. 2017-85247, Dimension Energy Services, LLC v. Sanchez Oil & Gas Corporation, et al., in the 165th Judicial District Court of Harris County, Texas; |
|●||No. 2018-CVI-001651D1, Sunbelt Tractor & Equipment Company v. Dimension Energy Services, LLC, et al., in the 49th Judicial District Court of Webb County, Texas; |
|●||No. 2018CVI0011651D1-A, Sunbelt Tractor & Equipment Company v. Dimension Energy Services, LLC, in the 49th Judicial District Court of Webb County, Texas; and |
|●||No. 18-08-00177-CVL, Sunbelt Tractor & Equipment Company v. Dimension Energy Services, LLC, et al., in the 81st Judicial District Court of La Salle County, Texas |
(collectively, the “Lawsuits”), which pleadings are incorporated herein by reference. In addition, the Parties acknowledge that Dimension and Sunbelt have filed certain affidavits asserting liens against the Project’s oil, gas, pipeline, and other mineral property that encompasses the Project which is more specifically described in the affidavits (the “Lien Affidavits”), and that certain other of Dimension’s subcontractors, suppliers, vendors, and/or other third parties have either filed Lien Affidavits claiming liens on the Project, or have asserted claims and/or brought suit for unpaid work performed or materials supplied for the Project (“Third Party Claims”).
WHEREAS, the Parties wish to compromise and settle all disputes and claims arising out of or related to the Project, the Lawsuits, and the Lien Affidavits. It is understood between the Parties that Dimension, Sanchez O&G, MEI, and SNMP have expressly denied, and continue to deny all material allegations made against them in the Lawsuits, and nothing in this Agreement shall be construed as an admission of liability by any Party, all such liability being expressly denied.
NOW, THEREFORE, in consideration of the recitals specified above, the mutual covenants, promises, undertakings and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby agreed to and acknowledged, the Parties, with intent to be legally obligated hereunder, do hereby agree as follows: