EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and
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entered into as of the ___ day of December, 1997, by and between INLAND
RESOURCES, INC., a Washington corporation ("Inland") and REFINERY TECHNOLOGIES,
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INC., A Utah corporation ("RTI"). The Sellers (as such term is hereinafter
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defined) are also executing this Agreement in order to evidence their consent
to, and agreement with, the terms and provisions hereof, and for the purpose
described in Section 7 hereof.
RECITALS
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A. Crysen Corporation, a Delaware corporation ("Crysen"), Crysen
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Refining, Inc., a Delaware corporation ("CRI"), Sound Refining, Inc., a
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Washington corporation ("SRI") (CRI and SRI being sometimes collectively
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referred to herein as the "Sellers") and Inland, as purchaser have heretofore
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entered into a certain Asset Purchase and Sale Agreement (dated as of July 14,
1997), as amended by the Amendment, Second Amendment and Third Amendment (as
amended, the "Purchase Agreement"). Crysen was removed as a "Seller" and a
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party to the Purchase Agreement pursuant to the Amendment dated September 12,
1997. Unless otherwise defined herein, terms defined in the Purchase Agreement
are used herein as therein defined.
B. Inland has agreed to assign to RTI certain of Inland's right, title
and interest in, to and under the Purchase Agreement and RTI has agreed to
assume certain of the obligations and liabilities of Inland under the Purchase
Agreement, IN EACH CASE, INSOFAR AND ONLY INSOFAR AS SAME cover or relate to the
Subject Property (as such term is hereinafter defined), with the effect that RTI
will acquire the Subject Property directly from the Sellers upon consummation of
the transactions contemplated by the Purchase Agreement and Inland will have no
obligation or liability to the Sellers, or any other person, for any of the
obligations and/or liabilities assumed by RTI hereunder.
AGREEMENT
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Now, therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Inland and RTI hereby agree as follows:
1. Inland hereby assigns to RTI without recourse and without
representation, warranty or recourse of any kind or nature whatsoever except as
expressly provided to the contrary herein, all of Inland's rights and interests
in, to and under the Purchase Agreement, INSOFAR AND ONLY INSOFAR AS SAME cover
or relate to the property described in Exhibit "A" attached hereto (such
property described in Exhibit "A", subject to the limitations and exceptions set
forth in such Exhibit "A", being hereinafter collectively referred to as the
"Subject Property").
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2. RTI hereby assumes and agrees to timely pay, perform and satisfy (or
cause to be timely paid, performed and satisfied) each and all of the
obligations, covenants, agreements, duties, responsibilities and liabilities of
Inland under, or in connection with, the Purchase Agreement, INSOFAR AND ONLY
INSOFAR AS SAME are attributable to the Subject Property, including, without
limitation, the Cowboy Obligations (as defined in the Purchase Agreement) and
any and all environmental liabilities, claims, responsibilities, duties or
obligations associated with the Subject Property (the obligations, covenants,
agreements, duties, responsibilities and liabilities so assumed by RTI being
collectively referred to herein as the "Assumed Liabilities"); RTI hereby
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agrees to indemnify, defend, and hold Inland harmless from and against any
claims, including reasonable legal fees and expenses relating thereto, against
Inland based on the failure of RTI to pay, perform or otherwise satisfy any of
the Assumed Liabilities in a timely manner. Inland agrees to notify RTI of any
such claim(s) promptly in writing and to allow RTI to control the proceedings
relating thereto, including selecting attorneys of RTI's choice. RTI shall
settle and defend at its sole expense all proceedings arising out of the
foregoing. Inland agrees to cooperate fully with RTI during any such
proceedings.
3. Without limiting the foregoing provisions hereof as between Inland and
RTI, from and after the date of execution of this Agreement by Inland, RTI and
the Sellers, RTI shall be deemed to be the "Buyer" (as such term is defined in
the Purchase Agreement) under the Purchase Agreement (and to have all of the
rights and obligations attendant thereto) with respect to (i) that portion of
the "Assets" (as such term is defined in the Purchase Agreement) as constitutes
the Subject Property hereunder, (ii) that portion of the "Assumed Obligations"
(as such term is defined in the Purchase Agreement) as constitutes Assumed
Liabilities hereunder and (iii) such portion of the other liabilities,
covenants, agreements, duties, responsibilities and obligations of the Buyer
under, or in connection with, the Purchase Agreement as constitutes Assumed
Liabilities hereunder.
4. This Agreement shall not reduce or affect Inland's obligation to pay
the full Purchase Price. Inland has made a determination that the value of the
rights and interests being assigned hereunder is equal to the liabilities being
assumed hereunder.
5. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF UTAH.
6. This Agreement may be executed by the parties hereto in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterpart(s) have been executed by
each of the parties and delivered to the other parties.
7. Inland, RTI and Sellers, by their execution of this Agreement, hereby
also agree that the Purchase Agreement shall be deemed to have been amended
contemporaneously herewith so as to be consistent with the provisions of this
Agreement and that the Sellers shall hereafter look solely and exclusively to
RTI (and not to Inland), and hereby release and discharge Inland, with respect
to the Assumed Liabilities.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement, as of the date first above
written.
INLAND RESOURCES INC.
By:___________________________________
Name:_________________________________
Title:________________________________
RESOURCE TECHNOLOGIES, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
ACKNOWLEDGED, AGREED AND CONSENTED TO:
CRYSEN REFINING, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
SOUND REFINING, INC.
By:_________________________________
Name:_______________________________
Title:______________________________
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EXHIBIT "A" TO ASSIGNMENT AND ASSUMPTION AGREEMENT
The term "Subject Property" shall mean and include all of the real
property, personal property, fixtures and improvements included as "Assets"
under Section 2 of the Purchase Agreement INSOFAR AND ONLY INSOFAR as same
constitute, are located on or about and/or are used in connection with the real
estate described on Exhibit "A-3" of the Purchase Agreement, subject to all
liens, claims, leases and encumbrances of whatsoever nature thereon as of the
date of this Agreement, it being understood that Inland makes no representations
or warranties of any kind regarding the title or condition of the Subject
Property.
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