THEN THE EARNEST MONEY DEPOSIT WILL BE
FORFEITED AND, WITHOUT FURTHER ACTION, CONSENT OR NOTICE, FULLY RELEASED TO THE
SELLERS (IN EQUAL PROPORTIONS).
THE EARNEST MONEY DEPOSIT WILL BE RETURNED TO
BUYER BY SELLERS IN THE EVENT THAT THE SELLERS FAIL OR REFUSE TO CONSUMMATE THE
TRANSACTION ON THE CLOSING DATE FOR ANY REASON OTHER THAN ACTIONS OR ANY FAILURE
OF BUYER TO BE READY, WILLING AND ABLE TO CONSUMMATE THE TRANSACTION ON THE
CLOSING DATE, INCLUDING BUT NOT LIMITED TO BUYER'S HAVING SATISFIED THE
CONDITIONS TO CONSUMMATE THE TRANSACTION SET FORTH IN SECTION 3(B)(I) AND
3(B)(II).
(C)
WELL EXPENDITURE PAYMENT.
AS PART OF THE
PURCHASE PRICE, BUYER SHALL PAY SELLERS, AT THE CLOSING AS PROVIDED IN
SECTION 2(A) OF THIS AGREEMENT, THE AMOUNT OF THE EXPENDITURES THAT PROVIDENT
HAS MADE PURSUANT TO ITS AGREEMENT WITH THE BLACKFOOT TRIBAL COUNCIL WITH
RESPECT TO THE WELLS IN THE TWO MEDICINE CUT BANK SAND UNIT IN PONDERA AND
GLACIER COUNTIES, MONTANA (THE "UNIT"), FROM AUGUST 1, 2008, TO THE CLOSING DATE
(THE "WELL EXPENDITURE PAYMENT").
(D)
DEFERRED INVENTORY PAYMENT
(I)
AT THE CLOSING, SELLERS WILL PROVIDE A
WRITTEN REPORT TO BUYER OF ALL GAS, OIL AND OTHER MINERAL INVENTORY OF PROVIDENT
OR PRISM, PRODUCED BY THE UNIT AND HELD IN STORAGE TANKS OR IN TRANSIT, AS OF
THE CLOSING DATE (COLLECTIVELY THE "INVENTORY").
(II)
(II)
BUYER WILL USE ITS BEST EFFORTS TO
SELL THE INVENTORY AT THE THEN CURRENT FAIR MARKET VALUE, AND WITHIN A
REASONABLE TIME NOT TO EXCEED THIRTY (30) DAYS FOLLOWING THE CLOSING.
THE
INVENTORY WILL BE SOLD ON A FIRST-IN-FIRST-OUT BASIS.
WITHIN FORTY-FIVE (45)
DAYS FOLLOWING THE DATE BUYER SELLS THE INVENTORY, BUYER WILL DELIVER TO
SELLERS, IN EQUAL PORTIONS, THE GROSS PROCEEDS RECEIVED FROM SUCH SALE (THE
"DEFERRED PAYMENT"), ALONG WITH WRITTEN EVIDENCE OF THE SALES PRICE FOR THE
INVENTORY.
3.
CLOSING MATTERS.
(A)
THE CLOSING.
THE CONSUMMATION OF THE
TRANSACTION (THE "CLOSING") WILL TAKE PLACE AT THE OFFICES OF MUNSCH, HARDT,
KOPF & HARR, P.C., 3800 LINCOLN PLAZA, 500 N. AKARD, DALLAS, TX 75201, AT
11:00 A.M. CST, ON SEPTEMBER 4, 2008 (THE DATE OF THE CLOSING BEING HEREIN
REFERRED TO AS THE "CLOSING DATE").
THE CLOSING SHALL BE DEEMED TO BE
EFFECTIVE AT 12:01 A.M. ON THE CLOSING DATE.
2
(B)
CONDITIONS TO SELLERS' OBLIGATION TO CLOSE.
THE OBLIGATIONS OF THE SELLERS TO CONSUMMATE THE TRANSACTION ARE SUBJECT TO THE
SATISFACTION OR WAIVER BY THE SELLERS (ANY SUCH WAIVER TO BE EVIDENCED IN
WRITING), AT OR PRIOR TO THE CLOSING, OF THE FOLLOWING CONDITIONS:
(I)
THE REPRESENTATIONS AND WARRANTIES OF
THE BUYER CONTAINED IN SECTION 6 OF THIS AGREEMENT BEING TRUE AND CORRECT IN ALL
MATERIAL RESPECTS AS OF THE CLOSING DATE;
(II)
BUYER HAVING PERFORMED THE OBLIGATIONS
UNDER THIS AGREEMENT REQUIRED TO BE PERFORMED BY IT AT OR PRIOR TO THE CLOSING
PURSUANT TO THE TERMS HEREOF, INCLUDING BUT NOT LIMITED TO DELIVERY OF EACH
DOCUMENT AND ITEM, AND TAKING OF SUCH ACTIONS, LISTED IN SECTION 3(D)(II) OF
THIS AGREEMENT; AND
(III)
ALL