THIS PURCHASE AGREEMENT (this “Agreement”), dated [__________, 2021] (the “Closing Date”), is by and between SEP HOLDINGS IV, LLC, a Delaware limited liability company (“Assignor”) and BAYSHORE ENERGY TX LLC, a Texas limited liability company (“Assignee”). Assignor and Assignee are collectively referred to herein as the “Parties” and each, individually, as a “Party.”
A.Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, the Conveyed Interests as defined and described in the Assignment, Bill of Sale, and Conveyance attached hereto as Appendix I (the “Assignment”), effective as of 7:00 a.m. Central Time on March 1, 2021 (the “Effective Time”).
B.Assignor and Assignee now desire to memorialize their agreements regarding the purchase of the Conveyed Interests.
C.Capitalized terms used in this Agreement but not defined herein shall have the meanings given to such terms in the Assignment.
NOW, THEREFORE, in consideration of the mutual agreements herein and other good and valuable consideration, the Parties agree as follows:
Section 1.Assignment of Conveyed Interests.
(a)Subject to the terms of this Agreement, Assignor agrees to sell to Assignee, and Assignee agrees to purchase, effective as of the Effective Time, all of Assignor’s right, title, and interest in the Conveyed Interests pursuant to the Assignment.
(b)From and after the Closing Date, Assignor agrees to fulfill, perform, pay, and discharge (or cause to be fulfilled, performed, paid, and discharged) all obligations and Liabilities arising from, based upon, related to or associated with the Excluded Assets (the “Retained Obligations”). As used herein, “Liabilities” means any and all claims, obligations, causes of action, payments, charges, judgments, assessments, liabilities, losses, damages, penalties, fines, costs, and expenses, including any attorneys’ fees, legal or other expenses incurred in connection therewith, including liabilities, costs, losses and damages for personal injury, death, property damage, or environmental damage.
(c)From and after the Closing Date, Assignee assumes and hereby agrees to fulfill, perform, pay, and discharge (or cause to be fulfilled, performed, paid, or discharged) all obligations and Liabilities, known or unknown, arising from, based upon, related to or associated with the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, at or after the Effective Time (including without limitation any and all dismantling and decommissioning activities, obligations and Liabilities as are required by applicable law, any governmental authority,