Contract for Sale of Land

CONTRACT FOR SALE
(of Land)

State:

County:

Seller: (Name and Address)

Buyer: (Name and Address)

Seller, named above, agrees to sell and convey to Buyer, named above, all of Seller's interest in certain lands located in the county and state named above, on the following terms and conditions.

1. Lands to be Purchased. Buyer agrees to purchase and Seller agrees to sell all of Seller's rights, title, and interests in the lands described in Exhibit “A” to this Contract (the “Lands"). The Lands shall be deemed to include all of Seller's interest, if any, in agreements affecting the lands.

2. Effective Date. The Effective Date of this transaction shall be (the "Effective Date"). Seller will be entitled to all revenues and responsible for all expenses (subject to the provisions of paragraph 4. below) relating to the Lands accruing or arising prior to the Effective Date. Buyer will be entitled to all revenues and responsible for all expenses (including those provided for in paragraph 4. below) relating to the Lands accruing or arising from and after the Effective Date.

3. Purchase Price. At Closing, Buyer shall pay to Seller, or Seller's designated agent, the Purchase Price of $ (in U. S. Funds by certified/cashier check or wire transfer, as directed by Seller), for the Lands, which amount is subject to reduction as provided for in paragraph 5. below. At Closing, as provided for in paragraph 6. below, Buyer and Seller shall execute a Closing Statement stating the Purchase Price, any adjustments to the Purchase Price as provided in paragraph 5., and the resulting total amount to be paid by Buyer to Seller.

4. Representations, Warranties and Indemnity.

a. Seller's Representations and Warranties. Seller represents and warrants to Buyer that as of the Closing date:

(1) Seller owns marketable title to the Land.

(2) There are no material claims or litigation pending which impair the right of Seller to sell the Lands or otherwise adversely affect the Lands.

(3) There are no material liens or encumbrances on the Lands. For the purposes of Seller's Representations and Warranties, rights of way, easements, and any surface use agreements which affect or cross the Lands, granted or entered into by Seller or Seller's predecessors in title prior to shall not be considered material claims, liens, or encumbrances.

b. Buyer's Representations, Warranties and Indemnity.

(1) Buyer represents and warrants to Seller that it has the full right and authority and has obtained all necessary consents and approvals to enter into this Contract and close the transactions it contemplates, that it does not violate any articles of incorporation, bylaws, or partnership agreements to which Buyer is a party or governed, and no other consents, approvals, authorizations, or joinder by any other person, party, or entity is required to make this Contract and all its terms a binding obligation on Buyer.

(2) Buyer acknowledges that all or part of the Lands are subject to the terms of oil and gas leases which grant the lessees in those leases the right of ingress and egress and to make use of the surface of the Lands. Lessees are producing oil, gas, related substances and water from the Lands. Buyer agrees that any damage or contamination to the Lands and any claims or litigation arising from any damage or contamination of the Lands, surface or subsurface, instituted by any party or governmental agency, resulting from any Lessees operations on the Lands shall not be considered a breach of Seller's representations and warrants provided in paragraph 4.a.

(3) Buyer agrees to and shall indemnify and save Seller harmless from and against any and all claims, cost, damages, and expenses (including reasonable attorneys fees) which may be made, asserted or claimed against Seller, by any party, person or entity arising or resulting from the condition or contamination of the surface or subsurface of the Lands, which is in any way related to or results from a lessee owning and/or operating oil and gas leases on the Lands.

5. Notice of Defects and Purchase Price Adjustment. No less than days prior to Closing, Buyer shall notify Seller of any claimed defect in Seller's title to the Lands or any claimed breaches of Seller's representations and warranties contained in paragraph 4.a., which Buyer deems to materially and adversely affect the value of the Lands. Only those claimed title defects or breaches which are deemed by Buyer to have a value of $ or more shall give rise to an obligation of Seller to cure the claimed defect or breach prior to Closing. If the claimed defect or breach has a value of $ or more, Seller shall have the option to cure the defect or breach prior to Closing, or reduce the Purchase Price by the amount of the value of the defect or breach. In the event Seller does not cure the claimed defect or breach, or Buyer and Seller cannot agree on an amount by which the claimed breach or defect reduces the Purchase Price, Seller and Buyer shall have the following options:

a. Seller shall have the right to terminate this Contract and have no further obligation or liability to Buyer under the terms of this Contract;

b. Buyer shall have the right to terminate this Contract and have no further obligation or liability to Seller under the terms of this Contract; or,

c. Buyer may waive any claimed defect and breach and close this transaction, accepting the Lands with any claimed defect or breach, and pay Seller the Purchase Price provided in paragraph 3.

6. Closing and Closing Date. Closing shall occur on a mutually acceptable date, but no later than . At Closing, Buyer shall deliver to Seller the Purchase Price, subject to any adjustment as provided for in paragraph 5., in the manner directed by Seller. Seller shall execute and deliver to Buyer a Warranty Deed (the “Deed”) for the Lands in substantially the same form as the deed in Exhibit “B” to this Contract.

7. Taxes. All ad valorem taxes assessed against the Lands for all time periods prior to the Effective Date shall be the responsibility of the Seller, and all ad valorem taxes assessed against the Lands for all time periods subsequent to the Effective Date shall be the responsibility of the Buyer. If the sale of the Lands by Seller to Buyer causes any taxing jurisdiction to reclassify or reassess the Lands and impose additional taxes for any time period prior to the Effective Date, such taxes shall be the responsibility of the Buyer. If Buyer pays any taxes which are the responsibility of Seller, Seller shall promptly reimburse Buyer the amounts paid by Buyer upon receipt of written evidence of such payment.

8. Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original and both considered one and the same Contract. This Contract shall only be binding on Seller and Buyer when executed by both of the parties.

9. Entire Agreement. This Contract constitutes the entire agreement between the parties with respect to the sale of the Lands by Seller to Buyer and supercedes all prior proposals, offers, and agreements with respect to the Lands.

10. Survival of Representations, Warranties and Indemnity. The representations, warranties, and indemnity provided for in paragraph 4. of this Contract shall survive the close of the sale of the Lands by Seller to Buyer and shall be deemed covenants running with the Lands, binding on Seller and Buyer and their respective heirs, successors and assigns.

This Contract is executed by Buyer and Seller as of the date of acknowledgment of the respective signatures, but shall be deemed effective as of the Effective Date provided in paragraph 2.

[Exhibit "A": Description of Lands]

[Exhibit “B”: Form of Deed]