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• PURCHASE AGREEMENT <br />This PURCHASE AGREEMENT ("Agreement") is made and entered into as <br />of the 18th day of December, 1996 by and between Basin Resources, Inc., a Colorado <br />corporation, North Central Energy Company, a Colorado corporation, Sellers, and A. <br />P. Maxwell Development, Co., LLC, an Indiana limited liability company <br />("Maxwell"), Purchaser. <br />RECITALS <br />A. Basin Resources, Inc. is a Colorado corporation (individually, "Basin"); <br />B. North Central Energy Company is a Colorado corporation <br />(individually, "NCE"); <br />C. Basin has, in the past, been engaged in mining related activities at the <br />Golden Eagle Mine, the i~1ew Elk Mine and the New Elk Facility in and around <br />Trinidad, Colorado. The New Elk Mine has been idle for several years and Basin <br />Resources, Inc. has recently permanently ceased all of its operations in Colorado and <br />has engaged in the piecemeal sale of various assets associated with its past Colorado <br />activities; <br />• D. NCE is the fee owner of certain real property, water rights and other <br />assets which had been utilized by Basin in Basin's Colorado mining endeavors. <br />With the permanent cessation of Basin's mining operations at Trinidad, Colorado, <br />NCE is interested in divesting itself of certain of these mining related assets; <br />E. Basin and NCE are authorized to sell their respective assets and/or <br />enter into the related agreements contemplated herein (Basin and NCE are referred <br />to collectively herein as the "Companies"); <br />F. On the terms and conditions set forth in this Agreement, Basin and <br />NCE desire to convey to Maxwell, and Maxwell desires to receive from Basin and <br />NCE, the Assets (as hereinafter defined); and, <br />G. Maxwell, along with Taiheiyo (U.S.A.), Inc., a Colorado corporation, <br />intends to form a separate entity, Picketwire Processing, LLC, a Colorado limited <br />liability company ("Picketwire") to take title to the Assets being conveyed herein and <br />to assume the liabilities of Maxwell hereunder. As used in this Agreement, the <br />term "Maxwell" shall be deemed to include "Picketwire" upon its formation; and, <br />H. As used in this Agreement, the term "Assets" shall mean all rights, <br />• titles and interests of Basin, tangible or intangible, of or connected in any manner <br />whatsoever with the ~~1ew Elk coal preparation plant in Las Animas County, <br />Colorado, and without limiting the generality of the foregoing, the Assets shall <br />