OF TRUST AND OTHER LIEN RELEASES, IN A FORM ACCEPTABLE TO TAUREN,
ASSOCIATED WITH THE SUBJECT OVERRIDE.
(C)
NEGATIVE COVENANTS.
UNTIL CLOSING, CUBIC SHALL NOT DO ANY OF
THE FOLLOWING WITH REGARD TO THE SUBJECT LEASES WITHOUT BUYER'S CONSENT:
(I)
RELEASE ALL OR ANY PORTION OF A SUBJECT LEASE.
(II)
CREATE ANY NEW LIEN, SECURITY INTEREST OR OTHER ENCUMBRANCE ON
ANY OF THE SUBJECT LEASES.
(III)
DISPOSE OF THE SUBJECT LEASES OR ANY PART THEREOF.
8.
CLOSING.
(A)
TIME AND PLACE.
THE CLOSING SHALL BE HELD AT THE OFFICES OF
SONNENSCHEIN NATH & ROSENTHAL LLP, 2000 MCKINNEY, SUITE 1900, DALLAS, TEXAS
75201 AT 1:30 P.M. CST, NOVEMBER 24, 2009, OR AT SUCH OTHER TIME AND PLACE AS
THE PARTIES SHALL MUTUALLY AGREE.
(B)
CUBIC'S DELIVERIES.
AT THE CLOSING, CUBIC SHALL DELIVER THE
FOLLOWING:
(I)
CUBIC SHALL DELIVER A DULY SIGNED AND ACKNOWLEDGED OVERRIDE
CONVEYANCE IN THE FORM ATTACHED HERETO AS EXHIBIT B
(THE "OVERRIDE
ASSIGNMENT"); AND
(II)
CUBIC SHALL DELIVER DULY SIGNED RELEASES OF ALL MORTGAGES, DEEDS
OF TRUST AND OTHER LIENS BURDENING THE SUBJECT OVERRIDE IN FORMS REASONABLY
ACCEPTABLE TO TAUREN.
(C)
TAUREN'S DELIVERIES.
AT THE CLOSING, TAUREN SHALL DELIVER THE
FOLLOWING:
(I)
TAUREN SHALL DELIVER OR CAUSE TO BE DELIVERED A DULY SIGNED
ASSIGNMENT OF DRILLING CREDITS IN THE FORM ATTACHED HERETO AS EXHIBIT C.
9.
MISCELLANEOUS.
(A)
FURTHER ASSURANCES.
THE PARTIES AGREE TO EXECUTE ANY DOCUMENTS,
WHETHER BEFORE OR AFTER THE CLOSING, AS MAY BE REASONABLY REQUESTED, TO AID THE
OTHER PARTY IN FULFILLING THE PURPOSE OF THIS AGREEMENT.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE EXHIBITS
ATTACHED HERETO AND THE OVERRIDE ASSIGNMENT AND OTHER DOCUMENTS TO BE DELIVERED
PURSUANT TO THE TERMS HEREOF, SHALL CONSTITUTE THE COMPLETE AGREEMENT BETWEEN
THE PARTIES HERETO AND SHALL SUPERSEDE ALL
4
PRIOR AGREEMENTS, WHETHER WRITTEN OR ORAL, AND ANY REPRESENTATIONS OR
CONVERSATIONS WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
(C)
NOTICES.
ALL COMMUNICATIONS REQUIRED OR PERMITTED UNDER THIS
AGREEMENT SHALL BE IN WRITING AND MAY BE SENT BY FACSIMILE.
SUCH COMMUNICATION
SHALL BE DEEMED MADE WHEN ACTUALLY RECEIVED, OR IF MAILED BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, ADDRESSED AS SET FORTH BELOW, SHALL BE DEEMED
MADE THREE DAYS AFTER SUCH MAILING.
FAXES WILL BE DEEMED TO BE RECEIVED AT THE
TIME AND DAY REFLECTED IN THE FAX CONFIRMATION SHEET.
EITHER PARTY MAY, BY
WRITTEN NOTICE TO THE OTHER, CHANGE THE ADDRESS FOR MAILING SUCH NOTICES.
Notices to Cubic:
Cubic Energy, Inc.
9870 Plano Road
Dallas, Texas 75232
Attn: Jon Ross
Telephone: 972-681-8047
Facsimile: 972-681-9687
Notices to Tauren:
Tauren Exploration, Inc.
9870 Plano Road
Dallas, Texas 75232
Attn: Calvin A. Wallen, III
Telephone: 972-681-8047
Facsimile: 972-681-9687
With a copy to:
Barry F. Cannaday
Sonnenschein Nath & Rosenthal LLP
2000 McKinney Ave., Suite 1900
Dallas, Texas 75201
Telephone: 214-259-1855
Facsimile: 214-259-0910
(D)
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO, AND THEIR SUCCESSORS AND ASSIGNS.
NO ASSIGNMENT OF THIS AGREEMENT BY EITHER PARTY SHALL BE MADE WITHOUT