Parties and the
Sonterra Indemnified Parties as provided therein. Any claim for defense,
indemnity or hold harmless hereunder on behalf of a member of the STO
Indemnified Parties or the Sonterra Indemnified Parties must be made and
administered by STO and Sonterra, respectively.
20. PREPARATION OF AGREEMENT.
Both STO and Sonterra and their respective
counsel participated in the preparation of this Agreement. In the event of any
ambiguity in this Agreement, no presumption shall arise based on the identity of
the primary draftsman of this Agreement.
21. ENTIRE AGREEMENT; CONFLICTS. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
AMONG STO AND SONTERRA PERTAINING TO THE PROVISION OF THE SERVICES AND
SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS, AND DISCUSSIONS,
WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE PROVISION OF THE
SERVICES. THERE ARE NO WARRANTIES, REPRESENTATIONS, OR OTHER AGREEMENTS AMONG
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET
FORTH IN THIS AGREEMENT, AND NEITHER STO NOR SONTERRA SHALL BE BOUND BY OR
LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT, OR STATEMENTS OF
INTENTION NOT SO SET FORTH.
22. JOINT AND SEVERAL LIABILITY. The covenants made by each Party are joint and
several.
23. BONDING REQUIREMENTS.
STO shall continue to comply with the bonding
requirements of the applicable governmental agency and other governmental
authorities, together with any bonding or other security requirements provided
for in any Contracts, as they relate to the Operated Properties.
The Parties have caused their duly authorized representatives to execute this
Agreement as of the day and year first set forth above.
PARTY OF THE FIRST PART:
STO:
SOUTH TEXAS OIL COMPANY
By: /s/ J. Scott Zimmerman
Name: J. Scott Zimmerman
Title: CEO
STO OPERATING COMPANY
By: /s/ J. Scott Zimmerman
Name: J. Scott Zimmerman
Title: CEO
STO DRILLING COMPANY
By: /s/ J. Scott Zimmerman
Name: J. Scott Zimmerman
Title: CEO
SOUTHERN TEXAS OIL COMPANY
By: /s/ J. Scott Zimmerman
Name: J. Scott Zimmerman
Title: CEO
STO PROPERTIES LLC
By: /s/ J. Scott Zimmerman
Name: J. Scott Zimmerman
Title: CEO
PARTY OF THE SECOND PART:
SONTERRA:
SONTERRA OPERATING, INC.
By: /s/ Wayne A. Psencik
Name: Wayne A. Psencik
Title: President