EX-2.1
from 8-K/A
1 page
Sale and Purchase Agreement in Respect of Interests in Licences Nos. P.640 and P.233 (Blocks 15/24b Macculloch Area and Area B and 15/25a) (Including Interests in the Macculloch and Nicol Fields) and Licence P.213 (Block 16/26a Area A) (Including Interests in the Alba Field) Dated 23 December 2011 (The “Spa”) We Refer to the Spa Between US, Conocophillips (U.K.) Limited, Conocophillips Petroleum Limited and Conocophillips (U.K.) Lambda Limited (Together, the “Sellers”) and Endeavour Energy Uk Limited (The "Purchaser”). the Parties Wish to Amend the Provisions of Clause 2.3 of the Spa to Extend the Macculloch and Nicol Backstop Date to 14th December 2012 to Allow Further Time to Obtain Fulfilment of the Outstanding Conditions Precedent. 1. Definitions and Interpretation Unless Stated Otherwise, Words and Expressions Used in This Letter Agreement Shall Have the Same Meanings as Is Given to Those Words and Expressions in the Spa. 2. Amendment to Clause 2.3 of the Spa the Parties Agree That With Effect on and From the Date Hereof, Clause 2.3 of the Spa Shall Be Amended as Follows: “30th November 2012” Shall Be Deleted and Replaced With “14th December 2012”. 3. General
12/34/56
EX-2.1
from 8-K
1 page
Sale and Purchase Agreement in Respect of Interests in Licences Nos. P.640 and P.233 (Blocks 15/24b Macculloch Area and Area B and 15/25a) (Including Interests in the Macculloch and Nicol Fields) and Licence P.213 (Block 16/26a Area A) (Including Interests in the Alba Field) Dated 23 December 2011 (The “Spa”) We Refer to the Spa Between US, Conocophillips (U.K.) Limited, Conocophillips Petroleum Limited and Conocophillips (U.K.) Lambda Limited (Together, the “Sellers”) and Endeavour Energy Uk Limited (The "Purchaser”). the Parties Wish to Amend the Provisions of Clause 2.3 of the Spa to Extend the Macculloch and Nicol Backstop Date to 14th December 2012 to Allow Further Time to Obtain Fulfilment of the Outstanding Conditions Precedent. 1. Definitions and Interpretation Unless Stated Otherwise, Words and Expressions Used in This Letter Agreement Shall Have the Same Meanings as Is Given to Those Words and Expressions in the Spa. 2. Amendment to Clause 2.3 of the Spa the Parties Agree That With Effect on and From the Date Hereof, Clause 2.3 of the Spa Shall Be Amended as Follows: “30th November 2012” Shall Be Deleted and Replaced With “31th December 2012”. 3. General
12/34/56
EX-2.1
from 8-K
1 page
Sale and Purchase Agreement in Respect of Interests in Licences Nos. P.640 and P.233 (Blocks 15/24b Macculloch Area and Area B and 15/25a) (Including Interests in the Macculloch and Nicol Fields) and Licence P.213 (Block 16/26a Area A) (Including Interests in the Alba Field) Dated 23 December 2011 (The “Spa”) We Refer to the Spa Between US, Conocophillips (U.K.) Limited, Conocophillips Petroleum Limited and Conocophillips (U.K.) Lambda Limited (Together, the “Sellers”) and Endeavour Energy Uk Limited (The "Purchaser”). the Parties Wish to Amend the Provisions of Clause 2.3 of the Spa to Extend the Macculloch and Nicol Backstop Date to 30th November 2012 to Allow Further Time to Obtain Fulfilment of the Outstanding Conditions Precedent. 1. Definitions and Interpretation Unless Stated Otherwise, Words and Expressions Used in This Letter Agreement Shall Have the Same Meanings as Is Given to Those Words and Expressions in the Spa. 2. Amendment to Clause 2.3 of the Spa the Parties Agree That With Effect on and From the Date Hereof, Clause 2.3 of the Spa Shall Be Amended as Follows: “31st October 2012” Shall Be Deleted and Replaced With “30th November 2012”. 3. General
12/34/56
EX-2.1
from 8-K
~50
pages
1. Definitions and Interpretation 2. Sale and Purchase of the Interests 3. Consideration 4. Interim Period 5. Completion 6. Post Completion 7. Indemnities 8. Guarantee 9. Warranties 10. Confidentiality and Announcements 11. Notices 12. Costs and Expenses 13. Taxation 14. Further Assurance 15. Variation 16. Severance 17. Assignment 18. General 19. Rights of Third Parties 20. Governing Law and Jurisdiction Schedule 1 Licence Interests Schedule 2 Allocation of Final Consideration Schedule 3 Working Capital Schedule 4 Interim and Final Completion Statement Formats Schedule 5 Seller’s Warranties Schedule 6 Purchaser’s Warranties Schedule 7 Deed of Guarantee and Indemnity Schedule 8 Form of Dsa Schedule 9 Petroleum Sales Schedule 10 Appointment of Expert Schedule 11 Form of Opinion Letter Schedule 12 Pdsa Cost Profile 2 This Agreement Is Made the 23rd Day of December 2011 Between (1) Conocophillips (U.K.) Limited, a Company Incorporated in England and Wales (Company Number 00524868), Having Its Registered Office at Portman House, 2 Portman Street, London W1h 6du (“Cop”); (2) Conocophillips Petroleum Limited, a Company Incorporated in England and Wales (Company Number 01247477), Having Its Registered Office at Portman House, 2 Portman Street, London W1h 6du; And
12/34/56
EX-2.1
from 10-Q
61 pages
Purchase and Sale Agreement Between Sm Energy Company, Potato Creek, LLC, Open Flow Gas Supply Corporation, and Sj Exploration LLC, Sellers and Endeavour Operating Corporation Buyer Dated July 17, 2011
12/34/56