EXHBIT 10.6
PURCHASE AND SALE AGREEMENT
dated effective as of October 5, 2007
between
Hallador Petroleum Company,
as Purchaser
and
Savoy Energy Limited Partnership,
as Seller
1-LA/947404.9
ARTICLE I DEFINITIONS 1
1.1 Definitions 1
1.2 Other Defined Terms 2
ARTICLE II PURCHASE AND SALE 2
2.1 Purchase and Sale of the Additional Partnership Interest 2
2.2 Consideration 3
2.3 Transactions to be Effected at the Closing 3
2.4 Closing Date 3
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 3
3.1 Organization 3
3.2 Authorization and Enforceability 3
3.3 No Conflicts; Authorization 4
3.4 No Brokers or Finders 4
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 4
4.1 Organization 4
4.2 Authority and Enforceability 4
4.3 No Conflicts; Authorizations 5
4.4 Investment Representations 5
4.5 Brokers or Finders 5
ARTICLE V CONDITIONS TO CLOSING 5
5.1 Conditions to Obligations of Purchaser 5
5.2 Conditions to Obligations of Seller 6
ARTICLE VI POST-CLOSING COVENANTS 7
6.1 Post-Closing Notifications 7
6.2 Certain Tax Matters 7
6.3 Further Assurances 7
ARTICLE VII TERMINATION 7
7.1 Termination 7
7.2 Effect of Termination 8
7.3 Remedies 8
ARTICLE VIII INDEMNIFICATION 9
8.1 Survival 9
8.2 Indemnification 9
8.3 Notice and Opportunity to Defend 9
8.4 Contingent Claims 10
8.5 Tax Treatment of Indemnification Payments 10
8.6 Exclusive Remedy 10
ARTICLE IX MISCELLANEOUS 10
9.1 Notices 10
9.2 Amendments and Waivers 11
9.3 Expenses 12
9.4 Successors and Assigns 12
9.5 Governing Law 12
9.6 Consent to Jurisdiction 12
9.7 Counterparts 12
9.8 Third Party Beneficiaries 12
9.9 Entire Agreement 13
9.10 Captions 13
9.11 Severability 13
9.12 Interpretation 13
1-LA/947404.