all trade credits and all accounts, instruments and general intangibles attributable to the Conveyed Interest with respect to any period of time prior to the Effective Time;
all claims and causes of action of Callon (i) arising from acts, omissions or events related to, or damage to or destruction of, the Conveyed Interest, occurring prior to the Effective Time, (ii) arising under or with respect to any contracts that are attributable to periods of time prior to the Effective Time (including claims for adjustments or refunds), or (iii) with respect to any of the Excluded Assets;
all rights and interest of Callon (i) under any policy or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events related to, or damage to or destruction of, the Conveyed Interest, occurring prior to the Effective Time;
claims of Callon for refunds of or loss carry forwards with respect to (i) production, severance or any other taxes attributable to the Conveyed Interest for any period prior to the Effective Time, (ii)
all amounts due or payable to Callon as adjustments to insurance premiums related to the Conveyed Interest with respect to any period prior to the Effective Time;
any of Callon's corporate, limited liability company, partnership, corporate financial and corporate tax records, except for any records and information related to Code sections 614 and 29 and Forms 1065 U.S. Partnership Return of Income relating to the Conveyed Interest;
any of Callon's proprietary computer software, patents, trade secrets, copyrights, names, trademarks, logos and other intellectual property, including Callon's proprietary seismic data and licenses related to the Conveyed Interest;
any documents and instruments of Callon relating to the Conveyed Interest that may be protected by an attorney‑client privilege, excluding title opinions related to the Conveyed Interest;
data in respect of the Conveyed Interest that cannot be disclosed or assigned to Shell without breaching confidentiality arrangements under agreements with persons unaffiliated with Callon after Callon has used its reasonable best efforts to procure a waiver of such prohibitions; and
audit rights arising under any contracts or otherwise with respect to any period prior to the Effective Time or to any of the Excluded Assets.
If Closing has not occurred, this Agreement may be terminated by either Party by giving the other Party ten (10) days' prior written notice of such termination at any time after the one hundred and twentieth (120th) day following the Execution Date (such one hundred and twenty day period from and after the Execution Date is hereafter referred to as the “Subject Period”), for any reason, including, without limitation, the failure to satisfy, or the failure to waive, the conditions precedent to Closing (as defined herein) set forth in Section 5(b).
If this Agreement is terminated pursuant to Section 1(a), it will become void and of no further force or effect (except for the provisions of paragraphs 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20); provided, however, that such termination will not affect the liability of any Party for any breach prior to such termination of any of the provisions of this Agreement.
Callon's conveyance of the Conveyed Interest to Shell is subject to the preferential right to purchase held by the parties to the JOA as set forth in Section 24.2 of the JOA (“Preferential Purchase Right”). Contemporaneously with the execution hereof, but no later than the Execution Date, Callon shall send written notice to Murphy, in accordance with Section 24.2 of the JOA, notifying Murphy of the proposed Transaction and seeking the waiver of Murphy's Preferential Purchase Right of its proportionate share of Callon's Conveyed Interest.
Notwithstanding any other provision contained herein, if, Murphy provides timely written notice to Callon of its election to exercise its Preferential Purchase Right of its proportionate share of Callon's Conveyed Interest, this Agreement and the attached exhibits hereto, and any other documents, certificates, instruments or agreements which are entered into by the Parties in furtherance of this Transaction, shall be amended, but only for the limited purpose of reflecting that, upon Closing, Shell will acquire its proportionate share of Callon's Conveyed Interest for a reduced Base Purchase Price, such Base Purchase Price being reduced to reflect Shell's purchase of its proportionate share of Callon's Conveyed Interest; provided, however, that all such other provisions of this Agreement, the attached exhibits hereto, and any other documents, certificates, instruments or agreements entered into by the Parties in furtherance of this Transaction, shall remain in force and effect as agreed to by the Parties as of the Execution Date.
decreased by the amount of all outstanding joint interest billings attributable to the Conveyed Interest, and remaining unpaid by Callon as of the Closing Date, to the extent they relate to the period prior to the Effective Time;
decreased by the amount of all operating revenues attributable to the Conveyed Interest and increased by the amount of all operating expenses and capital expenses paid by Callon attributable to the Conveyed Interest, in each case to the extent they relate to the period on and after the Effective Time; and
increased or decreased as appropriate by the estimated net production imbalance between Shell and Callon as of the Effective Time, which shall be calculated in accordance with the procedures set forth in the Gas Balancing Agreement, as attached as Exhibit “D” to the JOA.
Neither Party will be obligated to close if, as of the Closing Date, any suit or other proceeding is pending or threatened before any court or governmental agency seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the Transaction.
Callon will not be obligated to close if any matter represented or warranted in this Agreement by Shell is untrue, inaccurate or is misleading as of the Closing Date as though made on and as of the Closing Date.
Shell will not be obligated to close if any matter represented or warranted in this Agreement by Callon is untrue, inaccurate or is misleading as of the Closing Date as though made on and as of the Closing Date.
Shell shall deliver an amount equal to $39,500,000.00, being the Base Purchase Price less $3,000,000.00, which is an estimated amount of the Purchase Price Adjustment, plus the amount of the AFE Cost, in immediately available funds to Callon by wire transfer to an account designated in writing by Callon at least five (5) business days prior to the Closing.
the Parties shall exchange duly executed counterparts of the form of Assignment of Record Title Interest attached hereto as Exhibit A and the Bill of Sale attached hereto as Exhibit B (the “Conveyance”), accompanied by the appropriate forms of assignment to effect the transfer of the Conveyed Interest to Shell under the then-current regulations of the Bureau of Ocean Energy Management of the United States Department of the Interior, or such successor governmental authority with jurisdiction over the subject matter hereof as of the Closing Date (the “BOEM”). The Parties shall execute and deliver the Conveyance and the accompanying forms of assignment in sufficient duplicate originals to allow recording and/or filing in all appropriate offices. Following the Closing, Shell shall record the transfer of the Conveyed Interest in the appropriate local jurisdiction and effect the transfer of the Conveyed Interest with the BOEM.
Callon will deliver to Shell its Certificate of Non-Foreign Status in the form attached hereto as Exhibit C.
Shell and Callon shall execute such other remaining documents, certificates, instruments or agreements which are contemplated by the Transaction or deemed necessary or appropriate by the Parties.
On or before ninety (90) days after the Closing, Shell will prepare and deliver to Callon a written draft final accounting of the Purchase Price Adjustment (the “Draft Final Accounting”). Callon will timely provide any accounting information and records that Shell may reasonably request in order to complete the Draft Final Accounting. Within thirty (30) days of the receipt of the Draft Final Accounting, Callon may deliver written statement asserting its right to audit the Draft Final Accounting (an “Audit Notice”). If Callon fails to do so, then the Draft Final Accounting will be deemed to be accepted by Callon as the final accounting of the Purchase Price Adjustment (the “Final Accounting”). If Callon does elect to audit the Draft Final Accounting, Callon shall complete such audit and deliver a
If a Party receives any proceeds or pays any additional expenses for or on behalf of the other Party, it shall promptly invoice the other Party for such expenses (who shall promptly pay such invoice) or remit to the other Party the proceeds received (to the extent such amounts had not been previously accounted for in the Final Accounting).
Promptly following Closing, Shell shall notify all purchasers of production, other contract parties and government agencies that Shell has acquired the Conveyed Interest. Shell and Callon shall execute all transfer orders, division orders, letters-in-lieu, and joinders and ratifications necessary to assign contracts listed on the exhibits to Exhibit A and Exhibit B hereto, and to transfer payment of proceeds from the sale of production from the Conveyed Interest as of the Effective Time from Callon to Shell. After such notice is given to the remitters of proceeds of production, to the extent that any remitter pays revenues to the incorrect Party, that Party shall promptly remit such revenues (without interest) to the correct Party.
Shell and the person executing this Agreement on behalf of Shell are fully authorized to execute and deliver this Agreement on behalf of Shell and all of the obligations and covenants of Shell contained herein are and shall be the legal, valid and binding obligations and covenants of Shell in accordance with the terms of this Agreement.
At the Closing, Shell is purchasing the Conveyed Interest for its own account as an investment without the present intent to sell, transfer or otherwise distribute such interests to any other person, and, together with its partners, officers and advisors, is familiar with investments of the nature of the Conveyed Interest, understands that this investment involves certain risks, and believes that it has adequately investigated the Conveyed Interest, and has substantial knowledge and experience in financial and business matters such that it is capable of evaluating, and has evaluated, the merits and risks inherent in purchasing the Conveyed Interest, and is able to bear the economic risks of such investment.
Callon and the person executing this Agreement on behalf of Callon are fully authorized to execute and deliver this Agreement on behalf of Callon and all of the obligations and covenants of Callon contained herein are and shall be the legal, valid and binding obligations and covenants of Callon in accordance with the terms of this Agreement.
Callon owns (and at the Closing will own) the Conveyed Interest, subject to the other agreements and instruments listed on Exhibit “A” to the form of Assignment of Record Title Interest attached hereto as Exhibit A and to the other agreements and instruments listed on Exhibit “A-1” to Exhibit “A” to the form of Bill of Sale attached hereto as Exhibit B (collectively, the “Permitted Encumbrances”), free and clear of any liens (other than the security rights established under the JOA), charges, lease royalty burdens (other than lessor's royalty), overriding royalty interests, payments out of production, dedications or commitments of reserves or production (other than as provided in the Permitted Encumbrances), mortgages, area of mutual interest obligations or any other encumbrances created by, through or under Callon.
only conduct business with respect to the Conveyed Interest in accordance with the ordinary course of business and consistent with past practices; and
grant Shell access, at reasonable times during business hours after reasonable notice, to all of Callon's land, lease, title and regulatory files with respect to the Conveyed Interest.
From and after the Closing, Shell shall assume in accordance with applicable law all obligations to abandon, restore and remediate the Conveyed Interest, whether arising before or after the Effective Time, including all obligations to (i) plug and abandon each well on the Conveyed Interest, (ii) remove all equipment and facilities, and (iii) restore and remediate the surface and subsurface sites associated with the Conveyed Interest (the “P&A Obligation”).
From and after the Closing, Shell shall indemnify, defend and hold harmless Callon, its affiliates and their respective officers, directors, employees, agents, representatives, successors and permitted assigns from and against any and all losses, damages or claims actually suffered or incurred by them arising out of or related to the Conveyed Interest, including the P&A Obligation, or the failure of Shell's representations and warranties in Section 5(a) to be true and correct in all material respects as of the Closing.
The indemnification provided for in Section 8(b) above does not extend to losses, damages, or claims for taxes, lessor's royalty, any overriding royalty payable with respect to hydrocarbon production attributable to the Conveyed Interest prior to the Effective Time, or any other obligations attributable to the Conveyed Interest prior to the Effective Time (other than the P&A Obligation), the liability for which shall be retained by Callon.
From and after the Closing, Callon shall indemnify, defend and hold harmless Shell, its affiliates and their respective officers, directors, employees, agents, representatives, successors and permitted assigns from and against any and all losses, damages or claims actually suffered or incurred by them arising out of (i) the failure of Callon's representations and warranties in Section 5(b) to be true and correct in all material
IN CONSUMMATING THE PURCHASE AND THE SALE OF THE CONVEYED INTEREST CONTEMPLATED HEREUNDER, SHELL ACKNOWLEDGES THAT IT WILL BECOME THE OWNER OF THE CONVEYED INTEREST, AND THAT, SHELL ACCEPTS SUCH CONVEYED INTEREST IN THEIR AS-IS, WHERE-IS, CONDITION, WITH ALL FAULTS, WITHOUT ANY EXPRESS OR IMPLIED COVENANT, WARRANTY AS TO TITLE, CONDITION, MERCHANTABILITY, PERFORMANCE, FITNESS (BOTH GENERALLY AND FOR ANY PARTICULAR PURPOSE) OR OTHERWISE (WHICH WARRANTIES CALLON HEREBY EXPRESSLY DISCLAIMS), OR RECOURSE, OTHER THAN AS EXPRESSLY SET FORTH HEREIN. SHELL EXPRESSLY WAIVES ANY GUARANTEE AGAINST HIDDEN OR LATENT REDHIBITORY VICES, INCLUDING LOUISIANA CIVIL CODE ARTICLES 2520 THROUGH 2548.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY CALLON IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF TITLE IN THE CONVEYANCE, SHELL ACKNOWLEDGES AND AGREES THAT: (A) THERE ARE NO REPRESENTATIONS, WARRANTIES, STATEMENTS, ASSURANCES OR GUARANTEES MADE BY CALLON, EXPRESS OR IMPLIED, AS TO (i) THE CONVEYED INTEREST, (ii) THE HYDROCARBON RESERVES UNDERLYING THE CONVEYED INTEREST, (iii) OR THE PROSPECTS RELATING TO THE EXPLORATION OF THE CONVEYED INTEREST, AND THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE PURCHASE OF THE CONVEYED INTEREST, SHELL HAS RELIED AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT INVESTIGATION, VERIFICATION, ANALYSIS AND EVALUATION; (B) CALLON DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION ORALLY OR IN WRITING MADE OR COMMUNICATED TO SHELL INCLUDING ANY OPINION, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED TO SHELL BY OR ON BEHALF OF CALLON OR ANY AFFILIATES OF CALLON.
Each Party agrees to keep the terms of this Agreement and any information related to the Transaction confidential and not disclose the same to any other persons, firms or entities without the prior written consent of the other Party, except (a) disclosures compelled by law, court order or stock exchange requirements applicable to such Party, and (b) disclosures to such Party's affiliates or such Party's or its affiliates' officers, employees, financial advisors, attorneys, accountants or other advisors that need to know such information in connection with performance of such Party's obligations under this Agreement, provided those persons, firms or entities likewise agree to keep this Agreement confidential. Except as may be required under applicable law or stock exchange requirements, no press releases or other public disclosure relating to the Transaction will be issued without the mutual consent of both Parties, which consent will not be unreasonably withheld, delayed or conditioned. All necessary press releases and other public disclosures required must be submitted by the disclosing Party to the
Callon agrees that, from and after the Closing Date, Callon will keep any non-public geological, geophysical, seismic, commercial and financial information related to the Conveyed Interest confidential pursuant to the terms and conditions of the JOA.
If to Shell:
If to Callon:
Shell Offshore Inc.
One Shell Square
701 Poydras Street
New Orleans, Louisiana 70139
Attention: Mark Thompson
Callon Petroleum Operating Company
200 North Canal Street
P.O. Box 1287
Natchez, Mississippi 39121
Attention: Dee Newman
SHELL OFFSHORE INC.
Name:S. M. King
CALLON PETROLEUM OPERATING COMPANY
By:/s/ Fred Callon
Title:President and CEO